Insurance and reinsurance broking giant Aon has proposed to divest further units, assets and also clients of its acquisition target Willis Towers Watson (WTW) to the New Zealand Commerce Commission.
The package of divestments proposed include some of the previously announced global divestments, such as reinsurance unit Willis Re, as well as some more specific to New Zealand’s marketplace.
As with many other divestitures that have come to light in the merger antitrust and competition process, there is a significant focus on corporate or commercial risk broking for large clients, as well as reinsurance.
As a reminder, the New Zealand Commerce Commission was one of the first to make its objections to the merging of Aon and Willis Towers Watson (WTW) public, to which the broking giants responded by making a defence of their merger plans, while also citing alternative reinsurance capital, disintermediation by the big four and marketplaces such as Tremor, as threats to their own combined business.
Initially, the NZ Commission had set a decision date of May 25th, to deliver on opinion on the acquisition of WTW by Aon.
But it failed to reach a decision on whether to approve the deal, so the date was first pushed back to July 2nd, and then subsequently pushed back again to August 20th.
The publication of the divestment proposal made, is the latest update from the regulator in NZ, which is now “assessing whether the Proposed Undertaking resolves its preliminary competition concerns such that the Proposed Acquisition would not be likely to substantially lessen competition in any relevant market.”
The proposed package of divestments, includes an undertaking by Aon to sell off certain parts of WTW’s business, both overseas and in New Zealand, to Arthur J Gallagher (Gallagher). Gallagher operates as Crombie Lockwood (NZ) Limited (Crombie Lockwood) in New Zealand.
These include, the sale of Willis Re as part of the global divestments already announced, a range of global corporate risk broking units of WTW, the majority of which have already been announced it seems, plus also a New Zealand specific corporate risk broking divestiture package.
The New Zealand specific package is particularly interesting, as it does seem to be the first offer by Aon to divest clients, rather than a specific unit or team.
This includes a commitment to divest WTW’s largest corporate risk broking (CRB) clients serviced out of New Zealand, which would amount to two thirds of the gross written premium placed by WTW’s New Zealand CRB business.
In addition, the agreement would also see various tangible and intangible assets related to the CRB unit also divested, to the extent that these are required by Gallagher/Crombie Lockwood.
Presumably that is assets that allow for the seamless transition and servicing of divested customers to continue under the Gallagher mantle, as well as broking capability and other related expertise associated with servicing them on an ongoing basis.
All of which adds to the overall level of divestments now required to be made for the Aon and Willis Towers Watson merger to achieve completion.
In the grand scheme of the acquisition, these additional New Zealand specific divestments are likely relatively small, compared to the benefits of Aon completing its acquisition of WTW.
But they do add to the value that needs to be shed.
As we reported last week, the European Commission has now approved the merger, on condition that divestments are made.
Which leaves the most significant stumbling block in Aon’s path to acquire Willis Towers Watson as the US Department of Justice’s timeline for an antitrust trial on the merger, which remains set for later this year, but beyond what was considered the outside date to complete the deal.