Merger of Hilb Rogal & Hobbs, Willis Group on track to close Wednesday

By Lisa Kerner

Charlotte, N.C., Sept. 30 - Hilb Rogal & Hobbs Co. announced the preliminary results of its shareholders' elections as to the form of merger consideration they will receive in the pending acquisition of the company by Willis Group Holdings Ltd.

According to a Hilb Rogal news release, of the 37,282,858 shares of Hilb Rogal common stock outstanding as of Monday, the election deadline date:

• 26,994,371 shares, or 72.40%, elected to receive cash;

• 9,871,179 shares, or 26.48%, elected to receive Willis common stock; and

• 112,213 shares, or 0.30%, did not make a valid election or made no election.

Hilb Rogal said that approximately 5,241,396 of the shares electing to receive cash and approximately 1,915,553 of the shares electing to receive stock were made pursuant to the notice of guaranteed delivery.

The final actual merger consideration and allocation will be announced after the final results of the election process are determined, Hilb Rogal said.

Both companies expect to complete the merger on Wednesday.

Hilb Rogal shareholders approved the $2.1 billion merger with Willis Group at a special meeting on Monday.

The total amount of Willis common stock that will be issued is capped at 19.9% of the outstanding Willis shares immediately prior to the closing date.

Willis, a London-based insurance broker, will acquire all of the outstanding shares of common stock of Hilb Rogal for a total consideration of an estimated $46.00 per share subject to a collar.

Half of the value of the per-share merger consideration, or $23.00, is fixed whether a shareholder elects to receive cash or stock.

If the average Willis stock price during the 10-day period ending two days prior to the closing date is greater than or equal to $31.46 or less than or equal to $40.04, the stock component is fixed and is equal to $23.00, according to the companies.

Outside the collar, the exchange ratio is fixed and the value of the stock component may be worth more or less than $23.00, based on the value of Willis common stock, whether or not a shareholder elects to receive cash or stock, a prior news release explained.

Hilb Rogal is the eighth-largest insurance and risk management intermediary in the United States, with over 140 offices worldwide. The company is based in Glen Allen, Va.

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