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Published on 10/1/2008 in the Prospect News Special Situations Daily.

Willis Group Holdings acquires Hilb Rogal & Hobbs for $2.1 billion

By Lisa Kerner

Charlotte, N.C., Oct. 1 - Willis Group Holdings Ltd. doubled its revenues and geographic presence in North America with the completed $2.1 billion acquisition of Hilb Rogal & Hobbs Co.

It was previously reported that Willis, a London-based insurance broker, agreed to 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.

Hilb Rogal shareholders could elect to receive Willis common stock or cash for their Hilb Rogal shares subject to proration.

Willis said based on the average closing price of its common stock of $31.70 for the 10-business-day period ended Monday, Hilb Rogal shareholders will receive, depending on their election, either $46.00 in cash or 1.451 shares of Willis common stock.

Preliminary results of the Hilb Rogal shareholder election indicate that the cash option was selected in exchange for approximately 72.4% of Hilb Rogal shares. Approximately 26.5% elected to receive Willis common stock, a Willis news release said.

Shareholders who made a valid cash election will receive a portion of their consideration in Willis common stock and the remainder in cash, depending on the final results of the election, said Willis.

Hilb Rogal shares were slated to be delisted from the New York Stock Exchange at the close of business on Wednesday.

The retail operation of Willis North America will be known as Willis HRH and led by chairman and chief executive officer Don Bailey, president Mike Crowley and vice chairman of Willis Group Holdings Mell Vaughan.

Bailey was formerly CEO of Willis North America. Crowley was previously president and chief operating officer of Hilb Rogal. Vaughan was formerly Hilb Rogal's chairman and CEO.

Hilb Rogal is an insurance and risk management intermediary based in Glen Allen, Va.


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