Towers, Perrin, Forster & Crosby and Watson Wyatt deal gets approval

By Lisa Kerner

Charlotte, N.C., Dec. 4 - The European Commission granted its conditional clearance of the proposed merger of Towers, Perrin, Forster & Crosby, Inc. and Watson Wyatt Worldwide, Inc., it was announced on Friday.

The merger has already received U.S. antitrust clearance, a joint company news release said.

Watson Wyatt, as part of the European Commission's clearance decision, said it will sell VIPitech, its life insurance actuarial software business.

"We are very pleased to have received clearance from the commission on a timescale which will allow the companies to continue plans to finalize the merger by the end of this year," said Watson Wyatt chief executive officer John Haley in a news release.

"While we are disappointed that we could not retain VIPitech, we are committed to ensuring that VIPitech is sold as a viable business and that all of our VIPitech clients remain fully supported," Haley said.

Shareholders of both companies will vote on the merger at separate special meetings on Dec. 18.

In June, the companies' 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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