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Tuesday, June 30, 2015

German conservative says "Grexit" best solution for all

Greece's Varoufakis: Rather 'cut my arm off' than agree to current deal Published time: July 02, 2015 16:35 Get short URL Greek Finance Minister Yanis Varoufakis (Reuters / Marko Djurica) Bailout, Crisis, EU, Economy, Greece Greece’s Finance Minister Yanis Varoufakis has pledged to resign if Greeks voted ‘Yes’ in Sunday’s referendum on the country’s bailout. He also said he would “prefer to cut my arm off” rather than sign the current deal with Greece’s creditors. “Everybody in the government will do what we must do in order to respect the “Yes” vote of the Greek people, but there won’t be a “Yes” vote. I am quite confident that the Greek people have had enough of extending and pretending, like the rest of the world by the way,” Varoufakis said in an interview to Bloomberg on Thursday. People got tired of “losing their dignity by signing agreements and making pledges that simply cannot be met. Because the financing is wrong,” he said. Varoufakis said that if the ‘Yes’ vote succeeds, come Sunday midnight he won’t be finance minister anymore. “But I would help whoever it is,” he added. Varoufakis complained that the country’s debt was unsustainable, saying ‘I’d better cut my arm off’ than sign the deal with creditors that doesn’t include debt reorganization. ‘Desperate’ to stay in the euro Greece “really desperately wants to stay in the euro, even if we are critical of the institutions in the framework of the euro,” Varoufakis said. “The question for the Greek people is, how do you stay in it. Do you stay by further extending and pretending? I believe not. If we sign that agreement that was offered to us by these institutions, in 6-12 months we'll be even closer to insolvency,” he said. “I won’t sign another extension and pretend. I’m allergic to extending and pretending.” The group of eurozone finance ministers has agreed that the debt talks will be paused until after Greece holds a referendum on whether or not Athens should agree to the international creditors’ conditions. Mr. Varoufakis said the talks would resume with European creditors even if the result on Sunday was a 'No' vote. “What we do with this economy and whether we extend the crisis by pretending to have solved it will depend on the outcome of the referendum,” he said. In the case of a 'No' vote, the Greek government would “immediately start negotiations,” Varoufakis promised. “Believe you me, there will be an agreement,” he said. Greek PM: We aim to seal deal with creditors after referendum Greek Prime Minister Alexis Tsipras also says that a “'No' answer in the referendum would be an important step to getting a better deal – it does not mean a break-up with Europe." "I fully understand the difficulties, and I will do everything in my power so that they are temporary. Those who say the government has a plan to exit Europe are lying," he added. Tsipras said his government was facing the consequences of a fight for decent welfare: "The predominance of extreme views in Europe has led to the closure of Greek banks, to scare the ordinary Greek citizen. To protect the right of our pensioners for a decent pension, we have been fighting for five months, and now, we are facing retribution for it." ‘No banking crisis in Greece’ When asked whether the Greek banks would open next Tuesday as normal, Varoufakis said “absolutely.” “It's not a banking crisis according to the ECB and SSM the banks were perfectly capitalized there was no problem with them. What is happening is there has been a political decision to shut the banks down as a way of effectively pushing us to accept a nonviable agreement at the political level. So this is a political crisis, but nothing to do with the banks. Once the political crisis is over after the Greek people deliver their verdict, the banks will open,” he said. Meanwhile, Greeks have been queuing to withdraw money from ATMs after the government said that banks would remain closed for a week starting from Monday. Restrictions on withdrawals have been introduced following the ECB refusal to provide additional Emergency Liquidity Assistance to Greece’s banking system. ========= Joseph Stiglitz: how I would vote in the Greek referendum Neither alternative – approval or rejection of the troika’s terms – will be easy, and both carry huge risks Alexis Tsipras, leader of the radical left main opposition party Syriza, greets supporters after a rally of the party in the northern Greek port city of Thessaloniki, January 2015. Photograph: Sotiris Barbarousis/Sotiris Barbarousis/epa/Corbis Tuesday 30 June 2015 02.02 AEST Last modified on Tuesday 30 June 2015 23.29 AEST The rising crescendo of bickering and acrimony within Europe might seem to outsiders to be the inevitable result of the bitter endgame playing out between Greece and its creditors. In fact, European leaders are finally beginning to reveal the true nature of the ongoing debt dispute, and the answer is not pleasant: it is about power and democracy much more than money and economics. Of course, the economics behind the programme that the “troika” (the European Commission, the European Central Bank, and the International Monetary Fund) foisted on Greece five years ago has been abysmal, resulting in a 25% decline in the country’s GDP. I can think of no depression, ever, that has been so deliberate and had such catastrophic consequences: Greece’s rate of youth unemployment, for example, now exceeds 60%. It is startling that the troika has refused to accept responsibility for any of this or admit how bad its forecasts and models have been. But what is even more surprising is that Europe’s leaders have not even learned. The troika is still demanding that Greece achieve a primary budget surplus (excluding interest payments) of 3.5% of GDP by 2018. Greece debt crisis: Athens fails to repay IMF as bailout runs out - as it happened Greece has become the first advanced economy to fall in arrears to the IMF as its second bailout expires Economists around the world have condemned that target as punitive, because aiming for it will inevitably result in a deeper downturn. Indeed, even if Greece’s debt is restructured beyond anything imaginable, the country will remain in depression if voters there commit to the troika’s target in the snap referendum to be held this weekend. In terms of transforming a large primary deficit into a surplus, few countries have accomplished anything like what the Greeks have achieved in the last five years. And, though the cost in terms of human suffering has been extremely high, the Greek government’s recent proposals went a long way toward meeting its creditors’ demands. We should be clear: almost none of the huge amount of money loaned to Greece has actually gone there. It has gone to pay out private-sector creditors – including German and French banks. Greece has gotten but a pittance, but it has paid a high price to preserve these countries’ banking systems. The IMF and the other “official” creditors do not need the money that is being demanded. Under a business-as-usual scenario, the money received would most likely just be lent out again to Greece. But, again, it’s not about the money. It’s about using “deadlines” to force Greece to knuckle under, and to accept the unacceptable – not only austerity measures, but other regressive and punitive policies. But why would Europe do this? Why are European Union leaders resisting the referendum and refusing even to extend by a few days the June 30 deadline for Greece’s next payment to the IMF? Isn’t Europe all about democracy? In January, Greece’s citizens voted for a government committed to ending austerity. If the government were simply fulfilling its campaign promises, it would already have rejected the proposal. But it wanted to give Greeks a chance to weigh in on this issue, so critical for their country’s future wellbeing. That concern for popular legitimacy is incompatible with the politics of the eurozone, which was never a very democratic project. Most of its members’ governments did not seek their people’s approval to turn over their monetary sovereignty to the ECB. When Sweden’s did, Swedes said no. They understood that unemployment would rise if the country’s monetary policy were set by a central bank that focused single-mindedly on inflation (and also that there would be insufficient attention to financial stability). The economy would suffer, because the economic model underlying the eurozone was predicated on power relationships that disadvantaged workers. Greek debt crisis: protests as EC urges yes vote in referendum – as it happened Governments of France, Germany and Italy all warn that Greeks are voting on their eurozone membership on Sunday, as banks remain shut And, sure enough, what we are seeing now, 16 years after the eurozone institutionalised those relationships, is the antithesis of democracy: many European leaders want to see the end of prime minister Alexis Tsipras’ leftist government. After all, it is extremely inconvenient to have in Greece a government that is so opposed to the types of policies that have done so much to increase inequality in so many advanced countries, and that is so committed to curbing the unbridled power of wealth. They seem to believe that they can eventually bring down the Greek government by bullying it into accepting an agreement that contravenes its mandate. It is hard to advise Greeks how to vote on 5 July. Neither alternative – approval or rejection of the troika’s terms – will be easy, and both carry huge risks. A yes vote would mean depression almost without end. Perhaps a depleted country – one that has sold off all of its assets, and whose bright young people have emigrated – might finally get debt forgiveness; perhaps, having shrivelled into a middle-income economy, Greece might finally be able to get assistance from the World Bank. All of this might happen in the next decade, or perhaps in the decade after that. By contrast, a no vote would at least open the possibility that Greece, with its strong democratic tradition, might grasp its destiny in its own hands. Greeks might gain the opportunity to shape a future that, though perhaps not as prosperous as the past, is far more hopeful than the unconscionable torture of the present. I know how I would vote. Joseph E. Stiglitz, a Nobel laureate in economics, is University Professor at Columbia University. His most recent book, co-authored with Bruce Greenwald, is Creating a Learning Society: A New Approach to Growth, Development, and Social Progress. Copyright: Project Syndicate, 2015. Tanks in the streets! Martial law! What has #qanda done!? | First Dog on the Moon Girls who have sex are like tape that loses its stickiness. Seriously? | Van Badham Phil Walsh: son charged with murder of Adelaide Crows coach Melbourne church CityLife apologises for warning students not to hug Phil Walsh: an old-school coach, lifted by grit and inspired by the art of the game | Michael Safi ============== Greece crisis: Tsipras accepts troika bail out proposals with conditions Eurozone finance ministers are scheduled to discuss Tsipras’s latest proposals in a conference call at 5.30pm Brussels time Hazel Sheffield Wednesday 01 July 2015 Alexis Tsipras has said that Greece will accept all bailout conditions proposed by the country’s creditors with only a handful of minor changes. In a letter sent to the European Commission, the International Monetary Fund and the European Central Bank and seen by the Financial Times, Tsipras expands his idea for a new, third €29.1 billion rescue package. "The Hellenic Republic is prepared to accept this Staff Level Agreement subject to the following amendments, additions or clarifications," the letter read. Greece will accept all the VAT proposals, Tsipras said, as long as there is a 30 per cent discount for Greek islands. The pension age will change to 67, Tsipras agreed, starting in October rather than immediately as the troika had proposed. He also asked that a ‘solidarity grant’ for poorer pensioners is phased out more slowly than the troika requested. Eurozone finance ministers are scheduled to discuss Tsipras’s latest proposals in a conference call at 5.30pm Brussels time. Markets reacted positively to the news. Vonnie Quinn ✔ ‎@VonnieQuinn Dax after FT report of Tspiras's letter to EC/ECB/IMF accepting conditions with minor changes for extension/bailout 3 ============ New Greek bailout bid mixes chutzpah with caution Athens wants a last-minute EU backstop loan to avoid a technical default if it doesn’t repay the IMF on Tuesday. Assuming the answer is no, it might convince Greeks to vote for euro exit. It could also serve as a signal to the ECB not to cut off emergency Greek bank loans. Greece makes IMF stooge in game-theory drama Athens probably won’t pay the IMF debt due on June 30. It’s a tactic - the Greek government can and will honour the debt eventually. But non-payment puts pressure on the euro zone to sweeten its deal – or to collapse Greek banks and accelerate euro exit. Corporate financiers put brave face on Greek crisis Dealmakers would be forgiven for putting almost any plan on ice, pending some sort of resolution of the Greek debt drama. The $18 billion Towers Watson-Willis merger and the IPO of market maker Flow Traders suggest that deals can still get done, even if it’s with gritted teeth.

Dealmakers would be forgiven for putting almost any plan on ice after Greece announced it would not pay debt due on June 30. Yet the $18 billion merger of Towers Watson and Willis, and the initial public offerings of market maker Flow Traders and Spanish cable telecoms operator Euskaltel, suggest that deals can still get done.

Some corporate actions are hard to curtail even in the trickiest times. In the case of a merger or takeover, the fear that price-sensitive news will leak gives a special incentive to press ahead. An IPO timetable is easier to extend. That said, sellers of stock in an IPO may conclude it is better to crack on than risk finding worse circumstances later.

Urgency varies. Companies in less need may fare better with investors. Flow Traders, for instance, isn’t raising new capital but giving existing owners an exit. A company desperate to refinance debt, on the other hand, might have more reason to press on but hold less appeal for stock buyers. Meanwhile, the merger of reinsurer Willis and professional services company Towers Watson is an all-stock transaction, which makes the union less dependent on credit markets, where Greece’s debt drama is likely to have a disruptive impact.

Flow Traders also shows it is easier to keep the show on the road if there is a strong corporate story to tell. It provides liquidity to the managers of exchange-traded financial products, and reckons that the industry’s assets under management will increase 17 percent a year to $6 trillion by 2019. Its exposure to falling asset prices is limited since as a market maker, it facilities trading activity without taking on the risk of holding stock that is unhedged.

At the 29 to 37 euro per share price range outlined on June 30, Flow Traders expects to have a market capitalisation of between 1.35 and 1.72 billion euros. That equates to a reasonable 12 and 15 times projected forward earnings. Companies and corporate finance advisers willing to be realistic about pricing will find options remain open, regardless of wider market wobbles.

  • Reuters: Insurance broker Willis Group to merge with Towers Watson

  • Reuters: Flow Traders announces indicative price range and offer size of planned IPO

  • Insurance broker Willis, and Towers Watson, the consultant, said on June 30 that they plan to merge to create an entity worth around $18 billion.

    Flow Traders, a market maker specialising in exchange-traded financial products, said on the same day it would pursue previously announced plans for an initial public offering. Euskaltel, a Spanish fibre telecoms company, also went ahead with its public listing of shares.

    Greece will not pay a 1.6 billion euro loan installment due to the International Monetary Fund on June 30, a Greek government official confirmed.

    Greece closed its banks and imposed capital controls on June 28 after bailout talks with foreign lenders broke down and the European Central Bank froze funding support to Greece’s banks.

    Willis Group and Towers Watson have taken out a spot of insurance against future troubles in the sectors they serve. Willis, an Irish-domiciled broker big in the United States and the UK, is joining forces with Towers Watson, a U.S.-based risk and healthcare consultancy. The tie-up has a defensive logic, but carries positive rationale as well.

    Insurers are battling historically low interest rates, while reinsurance premiums are at the low end of their long-term ranges. Neither Willis nor Towers Watson appear to be struggling at present – the former did see net income fall 0.8 percent between 2013 and 2014, but the latter saw it rise 13 percent.

    Still, the more reinsurers like PartnerRe do their own mergers, the less will be left for broking and consultancy fees. The promise of over $100 million of annual cost synergies in a Willis-Towers deal will help maintain returns.

    But there’s also a chance to drive up revenue. Towers Watson is big in healthcare consultancy – advising companies on how their employees should arrange their medical and pension affairs. Post-Obamacare, this sector should become busier. Hooking up with Willis, which already has strong broking and consulting relationships amongst middle-sized corporates, could introduce these services to new markets.

    So-called “mergers of equals” usually aren’t. Yet Willis Towers Watson, as the new group will slightly inelegantly be called, has a reasonable division of spoils. Each firm gets six board directors, Willis the chairmanship and Towers Watson the chief executive role. Willis shareholders get 50.1 percent of the new group, Towers 49.9 percent, plus a one-off $4.87-a-share dividend.

    That said, the June 29 share prices would imply that Towers investors might have received 54 percent of the combined $18.1 billion group – a bigger gap than appears to be bridged by the special dividend. A 5 percent rise in Towers’ shares and a 7 percent drop in Willis’ since March suggest one reason for the disparity. Another might be Towers’ keenness to redomicile away from its American base and start taking advantage of Willis’ low Irish corporate tax rate.

    The Irish-domiciled insurance broker and the U.S.-based consultancy group will form a new company, Willis Towers Watson, domiciled in Ireland. Towers Watson shareholders will receive 2.649 Willis shares for each Towers Watson share they own, plus a one-off $4.87-per-share cash dividend.

    Willis shareholders will own 50.1 percent of the combined entity, while Towers Watson will own 49.9 percent. Towers Watson Chairman and Chief Executive John Haley will become chief executive of the combined company, Willis Chief Executive Dominic Casserley will be deputy chief executive, and Willis Chairman James McCann will chair the combined group.

    The combined group expects to generate run-rate cost synergies of $100-$125 million fully realised within three years post-close.

    =================== Willis Group and Towers Watson Announce Merger to Create Leading Global Advisory, Broking and Solutions Firm Printer Friendly VersionView printer-friendly version Combination offers clients a broader range of advice, analytics, specialty capabilities and solutions covering benefits; brokerage and advisory; talent and rewards; exchange solutions; and risk and capital management across all segments and geographies Creates integrated global platform to drive long-term growth and market share gain in traditional and new businesses Merger delivers significant potential to enhance long-term shareholder value through incremental revenue growth, expected cost synergies of $100-125 million, and greater corporate efficiencies LONDON & ARLINGTON, Va.--(BUSINESS WIRE)--Jun. 30, 2015-- Willis Group Holdings (NYSE:WSH) and Towers Watson (NASDAQ:TW) today announced the signing of a definitive merger agreement under which the companies will combine in an all-stock merger of equals transaction. Based on the closing prices of Willis and Towers Watson common stock on June 29, 2015, the implied equity value of the transaction is approximately $18 billion. The transaction has been unanimously approved by the Board of Directors of each company. The combined company will be named Willis Towers Watson. This Smart News Release features multimedia. View the full release here: http://www.businesswire.com/news/home/20150630005494/en/ Upon completion of the merger, terms of which are detailed below, Willis shareholders will own approximately 50.1% and Towers Watson shareholders will own approximately 49.9% of the combined company on a fully diluted basis. The combination of Willis and Towers Watson brings together two highly complementary businesses to create an integrated global advisory, broking, and solutions provider to serve a broad range of clients in existing and new business lines. The combined company will have approximately 39,000 employees in over 120 countries, and pro forma revenue of approximately $8.2 billion and adjusted1/underlying2 EBITDA of over $1.7 billion for the twelve months ended December 31, 2014.3 John Haley, Chairman and Chief Executive Officer of Towers Watson, said, “This is a tremendous combination of two highly compatible companies with complementary strategic priorities, product and service offerings, and geographies that we expect to deliver significant value for both sets of shareholders. We see numerous opportunities to enhance our growth profile by offering integrated solutions that leverage Willis’ global distribution network and superb risk advisory and re/insurance broking capabilities to deliver a more robust set of analytics and product solutions across a broader client base, including accelerating penetration of our Exchange Solutions platform into the fast growing middle-market. We also expect to realize substantial efficiencies by bringing our two organizations together, and have a well-defined integration roadmap to capitalize on identified savings, ensure the strongest combination of talent and practices, and realize the full benefits of the merger for all of our stakeholders.” Mr. Haley continued, “Importantly, our organizations share a client-first mentality and a focus on providing services and solutions that consistently exceed clients’ expectations. As we bring these two companies together, we are confident associates across both organizations will enjoy increased development opportunities as part of a stronger and more global growth company.” Dominic Casserley, Willis CEO, said, “These are two companies with world-class brands and shared values. The rationale for the merger is powerful – at one stroke, the combination fast-tracks each company’s growth strategy and offers a truly compelling value proposition to our clients. Together we will help our clients achieve superior performance through effective risk, people and financial management. We will advise over 80% of the world’s top-1000 companies, as well as having a significant presence with mid-market and smaller employers around the world.” Mr. Casserley continued, “We look forward to bringing Towers Watson’s innovative solutions to our clients alongside our broking and advisory services. The opportunity to deliver significant savings to our growing middle market client base with Towers Watson’s market-leading private exchange platform is particularly attractive.” Transaction Delivers Key Strategic and Financial Benefits Powerful Global Platform for Profitable Growth: Drives incremental growth opportunity through increased ability to rely upon Towers Watson’s relationships to increase Willis’ penetration in the large U.S. P&C corporate market. Accelerates Growth in Exchange Market: Provides significant opportunity to accelerate growth in the exchange market by bringing Towers Watson’s best-in-class Exchange Solutions offering to Willis’ significant middle-market relationships. Expands International Profile: Combined entity will both internationalize Towers Watson’s exchange offering and serve more multinationals around the world, given the expanded capabilities and footprint. Strong Financial Profile: Combined entity will have a strong balance sheet and financial profile, with a diversified revenue mix across segments, geographies and clients, and significant cash flow generation. Highly Achievable Cost Synergies: Combination is expected to result in $100-125 million in cost savings to be fully realized within three years of closing, primarily related to the elimination of duplicate corporate costs and economies of scale, in addition to increased efficiencies. These savings are incremental to current cost saving and operational improvement initiatives already underway at each company. Transaction Structure Pursuant to the terms of the merger, Towers Watson shareholders will receive 2.6490 Willis shares for each Towers Watson share. Towers Watson shareholders will also receive a one-time cash dividend of $4.87 per Towers Watson share pre-closing. Subject to Willis shareholder approval, Willis expects to implement a 2.6490 for one reverse stock split, so that each one Willis share will be converted into 0.3775 Willis Towers Watson shares. If the reverse stock split is approved, Towers Watson shareholders will receive one share of Willis Towers Watson for each Towers Watson share. The merger is not conditioned on Willis shareholder approval of the reverse stock split. Willis shareholder ValueAct Capital – owner of approximately 10.3 percent of the common stock of Willis – has entered into an agreement to vote its shares in favor of the transaction. Management, Governance and Integration Upon closing of the transaction, James McCann will become Chairman, John Haley will be Chief Executive Officer and Dominic Casserley will be President and Deputy CEO. The new company’s board will consist of 12 directors total – six nominated by Willis and six by Towers Watson, including Towers Watson’s and Willis’ current CEOs. Additionally, Roger Millay will be CFO. Dominic Casserley and Gene Wickes from Towers Watson have been chosen to oversee the Integration Team. After closing, the combined company will maintain its domicile in Ireland and significant presence in major markets around the world. Approvals and Time to Close The transaction is expected to close by December 31, 2015, subject to customary closing conditions, including regulatory approvals, and approval by both Willis and Towers Watson shareholders. Advisors Willis received legal advice from Weil, Gotshal & Manges LLP and Matheson, and financial advice from Perella Weinberg Partners, LP; Towers Watson received legal advice from Gibson, Dunn & Crutcher and financial advice from BofA Merrill Lynch. Conference Call and Webcast Details Willis and Towers Watson will host a joint conference call and webcast today at 8:00 a.m. Eastern Time (U.S.) to discuss the proposed merger. Participants will include Towers Watson Chairman and CEO and CFO, and Willis’ CEO and CFO. The general public is invited to listen to the call by dialing (855) 631-5368 (U.S. domestic), or (330) 863-3283 (international), conference ID 75130475, or via a live audio webcast through the Investor Relations sections of the Willis and Towers Watson websites. For those unable to listen to the live broadcast, a replay will be available on both websites or by dialing (855) 859-2056 (U.S. domestic), or (404) 537-3406 (international), conference ID 75130475, beginning approximately two hours after the event. The replay of the conference call will be available through July 14, 2015. The webcast and a podcast will be archived and available online on each company’s website for at least 30 days following the call. A copy of the investor presentation will be made available on both companies’ investor relations websites. Additional information regarding the transaction can be found on willisandtowerswatson.mergerannouncement.com. About Willis Group Willis Group Holdings plc is a leading global risk advisory, re/insurance broking, and human capital and benefits firm. With roots dating to 1828, Willis operates today on every continent with more than 18,000 employees in over 400 offices. Willis offers its clients superior expertise, teamwork, innovation and market-leading products and professional services in risk management and transfer. Our experts rank among the world’s leading authorities on analytics, modelling and mitigation strategies at the intersection of global commerce and extreme events. Find more information at our website, www.willis.com, our leadership journal, Resilience, or our up-to-the-minute blog on breaking news, WillisWire. Across geographies, industries and specialisms, Willis provides its local and multinational clients with resilience for a risky world. About Towers Watson Towers Watson is a leading global professional services company that helps organizations improve performance through effective people, risk and financial management. With 15,000 associates around the world, the company offers consulting, technology and solutions in the areas of benefits, talent management, rewards, and risk and capital management. Learn more at towerswatson.com. # # # Responsibility Statement The directors of Willis accept responsibility for the information contained in this document other than that relating to Towers Watson, the Towers Watson Group and the directors of Towers Watson and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Willis (who have taken all reasonable care to ensure that such is the case) the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The directors of Towers Watson accept responsibility for the information contained in this document relating to Towers Watson, the Towers Watson Group and the directors of Towers Watson and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Towers Watson (who have taken all reasonable care to ensure that such is the case) the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Important Information About the Transaction and Where to Find It This document shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Willis plans to file with the SEC a Registration Statement on Form S-4 in connection with the transaction. Willis and Towers Watson plan to file with the SEC and mail to their respective shareholders a Joint Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about Willis, Towers Watson, the transaction and related matters. Investors and security holders are urged to read the Registration Statement, the Joint Proxy Statement/Prospectus and other related documents carefully when they are available. Investors and security holders will be able to obtain free copies of the Registration Statement, the Joint Proxy Statement/Prospectus and other related documents filed with the SEC by Willis and Towers Watson through the web site maintained by the SEC at www.sec.gov or by visiting the investor relations sections of Willis’ or Towers Watson’s websites at www.Willis.com or www.towerswatson.com. Participants in the Solicitation Willis and Towers Watson, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding the directors and executive officers of Willis, and their direct or indirect interests in the transaction, by security holdings or otherwise, is contained in Willis’s Form 10-K for the year ended December 31, 2014 and its proxy statement filed on April 17, 2015, which are filed with the SEC. Information regarding Towers Watson’s directors and executive officers, and their direct or indirect interests in the transaction, by security holdings or otherwise, is contained in Towers Watson’s Form 10-K for the year ended June 30, 2014 and its proxy statement filed on October 3, 2014, which are filed with the SEC. A more complete description will be available in the Registration Statement and the Joint Proxy Statement/Prospectus. Forward Looking Statements This document contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on Willis or Towers Watson management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Willis and Towers Watson undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: the ability to consummate the proposed transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the proposed transaction on the proposed terms and schedule; the ability of Willis and Towers Watson to successfully integrate their respective operations and employees and realize synergies and cost savings at the times, and to the extent, anticipated; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; significant competition that Willis and Towers Watson face; compliance with extensive government regulation; the combined company’s ability to make acquisitions and its ability to integrate or manage such acquired businesses; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of Willis’s and Towers Watson’s Form 10-K and other filings with the Securities and Exchange Commission. 1 Towers Watson adjusted EBITDA defined as net income (attributable to common stockholders) adjusted for discontinued operations, net of tax, provision for income taxes, interest, net, depreciation and amortization, transaction and integration expenses, and other non-operating income excluding income from variable interest entity. 2 Willis underlying EBITDA defined as net income (attributable to Willis Group Holdings) adjusted for net income attributable to non-controlling interests, interest in earnings of associates, net of tax, income tax charges, interest expense, restructuring charges, depreciation, amortization and other non-operating income. 3 Financials based on calendar year 2014 results, pro forma for the merger, completion of Willis’ acquisitions of Miller and Gras Savoye (pending), and full year run rate contributions for Willis’ acquisitions of IFG, Max Matthiessen and Charles Monat. View source version on businesswire.com: http://www.businesswire.com/news/home/20150630005494/en/ Source: Willis Group Holdings and Towers Watson Willis: Investors: Peter Poillon, +1 212 915 8084 peter.poillon@willis.com or Media: Miles Russell, +44 (0) 7903 262118 / +44 (0) 20 3124 7446 or Stephen Cohen, + 1 212 886 9332 stephen.cohen@teneostrategy.com or Towers Watson: Investors: Aida Sukys, +1 703-258-8033 aida.sukys@towerswatson.com or Media: Sard Verbinnen & Co Michael Henson/Conrad Harrington, +44 (0) 20 3178 8914 or Bryan Locke/Jenny Gore, +1 312 895 4700 =================== BERLIN One of the leading figures in Chancellor Angela Merkel's conservative sister party, the Christian Social Union (CSU), pleaded on Tuesday for an "orderly" exit of Greece from the euro zone, saying it was the best option for all concerned. The comments from Markus Soeder, regional finance minister of the Bavarian CSU, underscore the depth of frustration with Greece in Merkel's conservative camp and how difficult it would be for her to reverse course and offer Athens new concessions to keep them in the euro. Although the CSU has taken a tougher line on Greece than Merkel's own party, the Christian Democrats (CDU), the conservative backlash against Athens has broadened since Greek Prime Minister Alexis Tsipras broke off bailout talks last week and called a referendum. Greece is widely expected to miss a 1.6 billion euro payment to the IMF on Tuesday, effectively putting them in default. Soeder told Deutschlandfunk radio that an "orderly, judicious and considered exit plan would be the best path for both sides", sharply criticizing Tsipras for playing with Europe and his own people. If Tsipras remains in office, Soeder said a so-called "Grexit" appeared "unavoidable". Even if Greeks vote in favor of a bailout in the referendum, which is scheduled for Sunday, Soeder argued against making any more concessions to Athens. (Reporting by Noah Barkin; Editing by Gareth Jones)

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