Willis Completes Leveraged Transaction with Family Shareholders and Astorg Partners to Reorganize Capital of Gras Savoye
NEW YORK, December 17, 2009 - Willis Group Holdings Limited (NYSE: WSH), the global insurance broker, said
today it has completed a leveraged transaction with the original family shareholders of Gras Savoye &
Cie, the leading French insurance broker, and Astorg Partners, a private equity fund, to reorganize the
capital of Gras Savoye.
With the closing of the transaction, Willis, the family shareholders of Gras Savoye, and Astorg each now
own equal stakes of 31.8 percent in the new holding company and have equal representation of
33.3 percent of the voting rights on its Board. The remaining 4.5 percent is held by
a large pool of Gras Savoye managers.
Gras Savoye has been an Associate company of Willis since 1997 when Willis acquired a 33 percent
ownership interest. Willis had gradually increased its shareholding to 48.6 percent of voting rights (46.2 percent
of outstanding shares), with family shareholders and management owning the remainder.
The leveraged transaction valued Willis’ investment in Gras Savoye at approximately $335 million. Willis rolled over approximately
$132 million in equity and convertible debt and lent approximately $47 million to the new holding
company at a rate of 6 percent per annum. As a result, Willis received approximately $156
million of tax-free net cash proceeds from the transaction, which it will use to pay down
Willis has the option to purchase 100 percent of the capital in the new holding company in
2015, should it choose to do so, with notification in 2014. An existing put option, which
gave family shareholders an option to sell their shares in Gras Savoye to Willis between now
and 2011, has been cancelled.
Financial information in this press release has been translated between Euros and US Dollars at a rate
of exchange of $1 = €0.687, the closing euro rate on December 15, 2009. Additional information
relating to the transaction can be found in Willis’ 8-K filed on November 19, 2009.
Willis Group Holdings Limited is a leading global insurance broker, developing and delivering professional insurance, reinsurance, risk
management, financial and human resource consulting and actuarial services to corporations, public entities and institutions around
the world. Willis has more than 400 offices in nearly 120 countries, with a global team
of approximately 20,000 Associates serving clients in approximately 190 countries. Additional information on Willis may be
found at www.willis.com.
This communication may contain forward-looking information regarding Willis Group Holdings Limited, Gras Savoye and Astorg and the
combined company after the completion of the transaction that are intended to be covered by the
safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, the potential benefits of the transaction, the parties' plans,
objectives, expectations and intentions and other statements that are not historical facts. Such statements are based
on current beliefs, expectations, forecasts and assumptions of management that are subject to risks and uncertainties
which could cause actual outcomes and results to differ materially from these statements. Other risks and
uncertainties relating to the transaction include, but are not limited to, the expected operating and financial
performance of Gras Savoye, achieving the expected synergies and other strategic benefits as a result of
the transaction, general industry and market conditions, general domestic and international economic conditions and governmental laws
and regulations affecting domestic and foreign operations.
The foregoing list of factors is not exhaustive and new factors may emerge from time to time
that could also affect actual performance and results. For additional factors see the section entitled ‘‘Risk
Factors’’ included in Willis’ Form 10-K for the year ended December 31, 2008 and our Form
10-Q for the quarter ended September 30, 2009 as filed with the Securities and Exchange Commission.
Copies are available online at http://www.sec.gov or on request from Willis as set forth in Part
I, Item 1 “Business-Available Information” in Willis’ Form 10-K. These forward-looking statements speak only as of
the date made and the parties will not update these forward-looking statements unless the securities laws
require it. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this
document may not occur, and you should not place undue reliance on these forward-looking statements.
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