Willis Towers Watson Public Limited Company · NASDAQ:WTW
Willis Towers Watson Public — Hilb Rogal & Hobbs — Merger or Acquisition (July 2008)
23 slides from Willis Towers Watson Public's merger presentation, Jul 2, 2008
Slide 1: Associate Road Show: Willis and HRH, The Best of Both Worlds
Associate Road Show Willis and HRH The Best of Both Worlds Filed by Willis Group Holdings Limited pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Hilb Rogal & Hobbs Com
Slide 2: Transaction Rationale
Transaction Rationale Willis-HRH combination is strategically and financially compelling Complementary geographic footprint doubles Willis’s North America revenues More than doubles Willis’s North America revenues in high potential Employee Benefits and Personal Lines Creates excellent revenue balan
Slide 3: Deal Terms
Deal Terms The numbers… • $2.1 billion • $46/share • 50% stock, 50% cash
Slide 4: Willis and HRH: A Cultural Fit
Willis and HRH: A Cultural Fit Here’s what we share: • Passion for client service • Commitment to serving clients locally – with global resources ( Glocal ) • Performance-driven culture • Energy and enthusiasm
Slide 5: HRH Overview
5 Property & Casualty • Aviation • Construction • Environmental • Healthcare • Marine • Real Estate • Retail • Complex property Client base ranges from personal to large national accounts Primarily comprised of middle market and major commercial and industrial accounts Reinsurance 1% Wholesale 9% Pe
Slide 6: Willis + HRH = Value Gap
6 Willis + HRH = Value Gap More geographic presence More talent More intellectual capital More solutions More market presence – deals and claims More tools / analytics • Willis = 70, HRH = 140 locations in North America • 1,100 Producers and Client Advocates • 20+ industry practices • 400+ practice
Slide 7: A Wealth of Resources
A Wealth of Resources Bloodstock Fine Art Gaming International Food & Drink Leisure Enterprise Risk Life Sciences Programs Captives MGA Financial Institutions Utilities Mining & Metals Pulp & Paper M&A Sports & Entertainment Insurance Noodle Pooling Political Risk Technology Cyber Terrorism Construc
Slide 8: Did You Know? Willis
8 Did You Know? Willis was the broker for the Lunar Roving Vehicle, or “Moon Buggy” Willis was the broker for the first commercial service of the Boeing 747 aircraft (Singapore Airlines) Willis was the bloodstock broker for all of the horses in this year’s Belmont Stakes Willis is the broker for Yan
Slide 9: Did You Know? HRH
Did You Know? HRH places insurance for every GM car from factory to dealer HRH is the executive risk broker for GE HRH is the insurance broker for Williams-Sonoma, Ralph Lauren, Lord & Taylor and The Gap HRH is the broker for LL Bean HRH is the broker on the “Big Dig” – Boston HRH is property broker
Slide 10: Complementary Geographic Fit
10 WSH HRH London Bermuda Capital Access Complementary Geographic Fit Willis 70 + HRH 140 Willis 70 + HRH 140
Slide 11: Pro Forma Combined North American Retail Revenue By State
11 Pro Forma Combined North American Retail Revenue By State 22.5 58.9 36.4 89.4 112.4 22.9 19.9 49.5 29.6 24.6 71.6 46.9 31.8 68.4 36.6 Maryland New York Mass Texas Florida Willis Combined HRH 65 124.7 59.7 13 48 34.9 41.5 102.3 60.8 39.4 72.9 33.5 16.9 89.7 72.8 California Ohio Illinois Pennsylvan
Slide 12: North America Top Trading Markets
NORTH AMERICA TOP TRADING MARKETS New York Chicago New Jersey Los Angeles Phoenix Boston Philadelphia San Francisco Baltimore/DC Milwaukee Denver Alabama Minneapolis Atlanta Tennessee Texas Florida Detroit Market Area Top 3 YES YES #1! YES YES YES #1! YES YES #1! Top 5 YES YES #1! YES YES #1! YES #1
Slide 13: Our Combined North America Retail Presence
West $192M Midwest $197M New Jersey $90M Northeast $86M New York $121M Canada $20M Willis – HRH •$1.3B Total Revenue (2007) •10 Regions Great Lakes $151M Our Combined North America Retail Presence Atlantic $126M Southeast $179M South Central $132M
Slide 14: Pro Forma Combined Business Lines – North America
14 Employee Benefits 22% Personal Lines 2% Commercial P&C 76% Willis Pro Forma Combined Business Lines – North America HRH Pro Forma 2007 Total Revenues: $744 million 2007 Total Revenues: $725 million 2007 Total Revenues: $1,469 million Employee Benefits 22% Wholesale 6% Personal Lines 7% Commercial
Slide 15: Pro Forma Combined Business Lines – Global
15 Willis Pro Forma Combined Business Lines – Global HRH 2007 Total Revenues: $2,578 million 2007 Total Revenues: $800 million 2007 Total Revenues: $3,378 million Personal Lines 2% Wholesale 2% Reinsurance 12% Employee Benefits 13% Commercial P&C 71% Pro Forma Employee Benefits 10% Personal Lines 1%
Slide 16: Where We Rank Together
16 Where We Rank Together Source: Business Insurance Annual Insurance Broker Survey, July 2007 Revenues generated by U.S. clients Source: Company reports (overall revenue) 1 Marsh & McLennan $5,342 1 Marsh & McLennan $11,350 2 Aon 2,751 2 Aon 7,471 Willis / HRH (PF) 1,783 Willis / HRH (PF) 3,378 3 A
Slide 17: U.S. Insurance Brokerage Industry - 1990
17 U.S. Insurance Brokerage Industry - 1990 270 10. CE Heath 270 9. Jardine 320 8. Minet (AOC) 330 7. Aon 360 6. Frank B. Hall (AOC) 730 5. Johnson & Higgins (MMC) 1,080 4. Willis 1,080 3. Sedgwick (MMC) 1,140 2. Alex. & Alex. (AOC) $1,540 1. Marsh Revenues 1990 Rank
Slide 18: North American Leadership Going Forward
18 North American Leadership Going Forward Office of the Chairman • Don Bailey , Chairman & CEO • Mike Crowley , President • Mell Vaughan , Vice Chairman, Willis Group Holdings Vic Krauze , Chief Operating Officer Derek Smyth , Chief Financial Officer Joe Gunn , Chief Growth Officer
Slide 19: Shaping our Future – Good to Great
Shaping our Future – Good to Great 1. Client and Growth 2. Solutions and Markets 3. Platform Development Stock buybacks Dividend policy Increased leverage Increased ratings 4. Financial Management Client Segmentation: - Global Corporate - Corporate - Commercial - Private Client - Employee Benefits -
Slide 20: Willis and HRH Together
20 Willis and HRH Together A change-agent Always challenging the status quo Sees the old ways of doing things as not good enough Leverages its highly skilled global team and relationships with the markets Delivers the latest and most insightful client solutions Most progressive partner Committed to
Slide 21: Pro Forma Combined Financial Goals
Pro Forma Combined Financial Goals $2.43 $4.05- $4.15 $3.15- $3.25 $2.85 $2.95 $2.77 $2.25 $1.90 2004 2005 2006 2007 2008E 2009E 2010E Adjusted EPS
Slide 22: What Success Looks Like
22 What Success Looks Like One Vision, One Culture, One Flag Fully Integrated, High-Performing Organization Best Talent In The Industry Greater Career Opportunities For All Accelerated Growth Momentum Stronger Value Proposition For Clients Become The Broker That Clients Dream Of FORWARD LOOKING STAT
Slide 23: The Best of Both Worlds
The Best of Both Worlds
Hilb Rogal & Hobbs — Merger or Acquisition (July 2008) on 6ix