In a significant step for the merger process, the European Commission has cleared insurance and reinsurance broking giant Aon’s acquisition of rival Willis Towers Watson, but with conditions attached.
“The approval is conditional on full compliance with a substantial set of commitments offered by Aon, including the divestment of central parts of WTW’s business to the international brokerage company Arthur J. Gallagher,” the EC has explained.
Adding, “The commitments will strengthen Gallagher in its capabilities in reinsurance and commercial risk brokerage and improve its footprint in the European Economic Area (‘EEA’). It will thus become a credible alternative to the combined entity post-transaction.”
Executive Vice-President Margrethe Vestager, in charge of competition policy at the EC, commented, “European companies rely on brokers to obtain best possible solutions to manage their commercial risk. Aon and Willis Towers Watson are leading players in the insurance and reinsurance brokerage markets. The remedy package accepted by the Commission ensures that European companies, including insurance companies and large multinational customers, will continue to have a good choice and good services when selecting a broker suitable for their needs.”
The divestments offered all answer the EC’s concerns about corporate risk and commercial insurance broking, reinsurance broking and pension administration in Germany.
As a result, the EC said the merger can proceed once it has formally assessed and approved Gallagher as suitable purchaser of the divestment busines.
And, “The Commission’s decision is conditional upon full compliance with the commitments.”
As a reminder, Aon & WTW agreed a $3.57bn sale of assets to Gallagher, including Willis Re and this also answers the EC’s concerns on commercial insurance broking.
Aon also said it would sell its German pensions business to LCP, as a further step towards the WTW merger designed to assuage the EC’s concerns.
These are both slated for completion, but now possibly reliant on the progress being made in the United States, where the antitrust division of the Department of Justice could slow the process.
But with this hurdle overcome, this is a significant step in the right direction for Aon and Willis Towers Watson.
So it now appears crucial to gain approval in the U.S. and perhaps more quickly than the current schedule set appears to provide for, so that the divestments to Gallagher can proceed and the EC then give its final nod that this can go ahead.
Aon and Willis Towers Watson responded to the EC’s announcement saying, “This is a major step that demonstrates continued progress toward obtaining regulatory clearances for the proposed combination.
“Both firms operate across broad, competitive areas of the economy and believe this approval affirms that our proposed combination will accelerate innovation on behalf of clients, creating more choice in an already dynamic and competitive marketplace.”
The pair also noted that consummating the merger remains dependent on approval in other jurisdictions, including the United States.