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Published on 11/9/2009 in the Prospect News Special Situations Daily.

Towers, Perrin, Forster & Crosby and Watson Wyatt merger vote date set

By Lisa Kerner

Charlotte, N.C., Nov. 9 - Towers, Perrin, Forster & Crosby, Inc. and Watson Wyatt Worldwide, Inc. will hold separate special meetings of their respective shareholders on Dec. 18.

Shareholders will be asked to approve proposals related to the merger of the two companies, according to a 424B3 filing with the Securities and Exchange Commission.

Towers Perrin shareholders will meet at 9 a.m. ET in Stamford, Conn. The record date for the meeting is Nov. 2.

Watson Wyatt shareholders will meet at 10 a.m. ET in Arlington, Va. The record date for the meeting is Nov. 3.

In June, the companies announced that their boards of directors unanimously approved a definitive agreement in which the companies will combine in a merger of equals to form Towers Watson & Co.

Watson Wyatt shareholders will be entitled to receive 50% of the combined company's shares on a fully diluted basis.

As previously reported, Towers Perrin's shareholders, who are all active employees of the company, plus a group of Towers Perrin employees to be designated to receive certain equity incentive awards also will be entitled to receive 50% of the combined company's shares on a fully diluted basis.

The implied equity value of the transaction, which is expected to close in the fourth quarter of 2009, is approximately $3.5 billion, Watson Wyatt said in a prior news release.

Towers Perrin is a Stamford, Conn.-based consulting firm.

Watson Wyatt is a human resources consulting firm based in Arlington, Va.


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