FTC clears Towers Perrin, Forster & Crosby and Watson Wyatt merger

By Lisa Kerner

Charlotte, N.C., Aug. 7 - The Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period in the proposed merger of Towers, Perrin, Forster & Crosby, Inc. and Watson Wyatt Worldwide, Inc., according to a government report.

In June, the companies' boards of directors unanimously approved a definitive agreement in which the companies will combine in a merger of equals to form Towers Watson & Co.

Watson Wyatt shareholders will be entitled to receive 50% of the combined company's shares on a fully diluted basis.

As previously reported, Towers Perrin's shareholders, who are all active employees of the company, plus a group of Towers Perrin employees to be designated to receive certain equity incentive awards also will be entitled to receive 50% of the combined company's shares on a fully diluted basis.

The implied equity value of the transaction, which is expected to close in the fourth quarter of 2009, is approximately $3.5 billion, Watson Wyatt said in a prior news release.

Towers Perrin is a Stamford, Conn.-based consulting firm.

Watson Wyatt is a human resources consulting firm based in Arlington, Va.

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