Bernstein Litowitz Berger & Grossmann LLP Announces Securities Class Action Suit Filed Against Willis Towers Watson plc, et al.

NEW YORK, Nov. 22, 2017 /PRNewswire/ -- Bernstein Litowitz Berger & Grossmann LLP ("BLB&G") today announced that it filed a securities class action lawsuit on behalf of its client Cambridge Retirement System ("Cambridge") against Willis Towers Watson plc (NasdaqGS: WLTW), Towers Watson & Co. ("Towers"), Willis Group Holding plc ("Willis"), ValueAct Capital Management, John J. Haley, Dominic Casserley, and Jeffrey W. Ubben (collectively "Defendants").  The action, which was filed in the United States District Court for the Eastern District of Virginia, asserts claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. §§ 78n(a)  and 78t(a), and U.S. Securities and Exchange Commission ("SEC") Rule 14a-9 promulgated thereunder, 17 C.F.R. § 240.14a-9, on behalf of all Towers shareholders of record as of October 2, 2015, the record date for Towers shareholders to be eligible to vote on the merger between Towers and Willis.

This action arises from the merger between Towers and Willis (the "Merger"), which closed on January 4, 2016.  The Complaint alleges that, in connection with the Merger, Defendants violated provisions of the Exchange Act by issuing false and misleading statements in proxy materials filed with the SEC.  Prior to the Merger, Towers was a leading global consulting company that helped organizations improve performance through risk management, human resources, actuarial and investment services.  Willis, which was based in London, was a multinational risk advisor, insurance brokerage, and reinsurance brokerage company.

On June 30, 2015, Towers and Willis announced that they had entered into an agreement to merge, pursuant to which Towers stockholders would receive 2.649 shares of Willis stock and a $4.87 per share cash dividend in exchange for each Towers share.  Under the agreement, Towers shareholders would own 49.9% of the combined entity, with Willis shareholders owning the remaining majority.

The merger required the approval of a majority of Towers shareholders. Facing waning shareholder support for the merger, the Towers Board of Directors authorized Towers Chairman and CEO Haley to renegotiate the deal terms. Rather than negotiate in the best interests of Towers shareholders, Haley conspired with Willis executives and a major Willis shareholder, ValueAct, and not negotiate to maximize the value of Towers shares.  Instead, Haley worked to persuade Towers' Board and Towers shareholders that a meager $5 increase in the special dividend was the most he could extract from Willis.  Defendants made numerous misrepresentations to Towers shareholders to mislead them into accepting consideration from the Merger that was well below fair value for their Towers shares.

If you wish to serve as lead plaintiff for the Class, you must file a motion with the Court no later than January 22, 2018, which is the first business day on which the United States District Court for the Eastern District of Virginia is open that is 60 days after today.  Any member of the proposed class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain a member of the proposed class.

Cambridge is represented by BLB&G, a firm of over 100 attorneys with offices in New York, California, Louisiana, and Illinois.  If you wish to discuss this Action or have any questions concerning this notice or your rights or interests, please contact Avi Josefson of BLB&G at 212-554-1493, or via e-mail at [email protected].

Since its founding in 1983, BLB&G has built an international reputation for excellence and integrity.  Specializing in securities fraud, corporate governance, shareholders' rights, employment discrimination, and civil rights litigation, among other practice areas, BLB&G prosecutes class and private actions on behalf of institutional and individual clients worldwide. Unique among its peers, BLB&G has obtained several of the largest and most significant securities recoveries in history, recovering over $30 billion on behalf of defrauded investors. More information about BLB&G can be found online at www.blbglaw.com.

SOURCE Bernstein Litowitz Berger & Grossmann LLP

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