Statement re Completion of AcquisitionSource: RNS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
2 April 2019
COMPLETION OF ACQUISITION AND TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On April 1, 2019, Marsh & McLennan Companies, Inc. (the "Company") completed its previously announced acquisition (the "Acquisition") of all of the outstanding shares of Jardine Lloyd Thompson Group plc, a public company organized under the laws of England and Wales ("Jardine Lloyd Thompson").
Termination of a material definitive agreement
On April 1, 2019, the Company terminated its Bridge Loan Agreement, dated as of September 18, 2018 (the "Bridge Facility"), among the Company, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. The Bridge Facility had no amounts borrowed under it at termination and no prepayment premium resulted from the termination.
Completion of acquisition
As described above in the Introductory Note, on April 1, 2019, the Company completed the Acquisition. The Acquisition was effected by means of a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended.
On September 18, 2018, the Company and MMC Treasury Holdings (UK) Limited, a private limited company organized under the laws of England and Wales and a wholly-owned subsidiary of the Company ("MMC Bidco"), released an announcement pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers disclosing the terms on which the Company intended to make a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Jardine Lloyd Thompson. Under the terms of the recommended offer, Jardine Lloyd Thompson shareholders were entitled to receive, for each Jardine Lloyd Thompson ordinary share held by such shareholders, £19.15 in cash. Jardine Lloyd Thompson's shares are expected to be delisted from the London Stock Exchange on April 2, 2019, and Jardine Lloyd Thompson shareholders will receive as aggregate consideration in the Acquisition, in accordance with the foregoing exchange ratio, approximately £4.3 billion (or approximately $5.6 billion based on an exchange rate of U.S. $1.31:£1) in cash.
The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the Rule 2.7 Announcement for the Acquisition and the Co-operation Agreement entered into in connection with the Acquisition. More information is available at www.mmc.com.
On April 1, 2019, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is available at www.mmc.com and is incorporated by reference herein.
MMC and MMC BidCo
Dan Farrell +1 212 345 3713
Goldman Sachs (Financial Adviser to MMC)
Victor Lopez Balboa +1 212 902 1000
Mark Sorrell +44 20 7774 1000
Nick Harper +44 20 7774 1000
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or prospectus equivalent document.
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for MMC and MMC BidCo and no one else in connection with the Acquisition or any other matters referred to in this announcement and will not be responsible to anyone other than MMC and MMC BidCo for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
US holders of JLT Shares should note that the Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. An acquisition effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, MMC BidCo exercises the right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US holders of JLT Shares to enforce their rights and any claim arising out of the US federal laws, since MMC BidCo and JLT are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of JLT Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by MMC and JLT contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of MMC and JLT about future events. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "strategy", "budget", "forecast" or "might", or words or terms of similar substance or the negative thereof, are forward-looking statements. These include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of MMC's and JLT's operations and benefits from the Acquisition; (iii) the achievement of cost or revenue synergies; and (iv) the effects of government regulation on MMC's or JLT's businesses. These statements are based on assumptions and assessments made by MMC and JLT in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Some examples include, but are not limited to: the ability to consummate the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; the ability of MMC and JLT to successfully integrate their respective operations and retain key employees; the potential impact of the announcement or consummation of the Acquisition on relationships, including with employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; significant competition that MMC and JLT face; compliance with extensive government regulation; the combined company's ability to make acquisitions and its ability to integrate or manage such acquired businesses. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
Neither MMC nor MMC BidCo nor JLT, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Neither MMC nor MMC BidCo nor JLT assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.
Publication on website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on MMC's website at www.mmc.com no later than 12 noon (London time) on the business day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.
Please be aware that addresses, electronic addresses and certain other information provided by JLT Shareholders, persons with information rights and other relevant persons for the receipt of communications from JLT may be provided to MMC during the offer period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c).
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