Edgar Filing: Towers Watson & Co.

DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨		Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x		Definitive Proxy Statement

¨		Definitive Additional Materials

¨		Soliciting Material Pursuant to Rule 14a-12

TOWERS WATSON & CO.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



x	No fee required.

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	(1)	Title of each class of securities to which transaction applies:
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LOGO

Dear Stockholders:

You are cordially invited to attend a special meeting of the stockholders (the “Towers Watson special meeting”) of Towers Watson & Co. (“Towers Watson”) to be held on November 18, 2015 at 8:00 a.m. local time, located at Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL 33139.

As previously announced, on June 29, 2015, Towers Watson entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) with Willis Group Holdings Public Limited Company (“Willis”) and Citadel Merger Sub, Inc., pursuant to which Willis and Towers Watson will combine in an all-stock merger of equals transaction (the “Merger”). Following the Merger, Towers Watson will be a subsidiary of Willis and Towers Watson common stock will be delisted from the NASDAQ Stock Market, deregistered under the Securities Exchange Act of 1934, as amended, and cease to be publicly traded. The combination with Towers Watson will be effected under Delaware law. The combination of Towers Watson and Willis, if completed, would create a leading integrated, global advisory, broking and solutions firm to serve a broad range of clients and would result in significantly increased scale, revenues and cost savings, creating a strong platform to deliver sustainable growth and substantial value for shareholders of both companies.

As a result of the Merger, each share of Towers Watson common stock (except for certain shares held by Towers Watson, Willis, or Merger Sub and shares held by Towers Watson stockholders who properly exercise and perfect their appraisal rights in accordance with Delaware law) will be converted into the right to receive, without interest, 2.6490 Willis ordinary shares (the “Merger Consideration”). Towers Watson also intends to declare and pay, on the second business day immediately prior to the closing date, a special dividend, in an amount of $4.87 per share of Towers Watson (the “Towers Watson pre-merger special dividend”).

For a description of the consideration that Towers Watson stockholders will receive, see “The Merger Agreement—Consideration to Towers Watson Stockholders” beginning on page 126 of the accompanying joint proxy statement/prospectus. It is anticipated that Willis shareholders and Towers Watson stockholders, in each case as of immediately prior to the Merger, will hold approximately 50.1% and 49.9%, respectively, of the Willis ordinary shares immediately after completion of the Merger (calculated on a fully diluted basis using the treasury stock method). It is currently estimated that, if the Merger is completed, Willis will issue or reserve for issuance approximately 184,494,306 million Willis ordinary shares. The Willis ordinary shares will be listed on the NASDAQ Stock Market under the symbol “WLTW.” The Willis ordinary shares currently trade on the New York Stock Exchange under the symbol “WSH,” and shares of Towers Watson common stock currently trade on the NASDAQ Stock Market under the symbol “TW.” Based on the closing price of Willis ordinary shares as of October 7, 2015, the value of the Merger Consideration was approximately $111.79 per share. The value of the Merger Consideration based on the closing price of Willis ordinary shares as of the closing date may differ from the value based on the price per Willis ordinary share as of October 1, 2015 or the price per Willis ordinary share at the time of the Towers Watson special meeting.

Subject to Willis shareholder approval, immediately after the consummation of the Merger, Willis intends to effect a consolidation (i.e., a reverse stock split under Irish law) whereby every 2.6490 Willis ordinary shares will be converted into one Willis ordinary share, $0.000304635 nominal value per share (the “Consolidation”). If the Consolidation is approved, after taking into account the effects of the Merger and the Consolidation, Towers Watson stockholders will receive one post-Consolidation Willis ordinary share for each Towers Watson share. The Merger is not conditioned on Willis shareholder approval of the Consolidation.

Towers Watson will hold the Towers Watson special meeting and Willis will hold an extraordinary general meeting of shareholders to consider the Merger and related matters. Willis and Towers Watson cannot complete the proposed Merger unless, among other things, Willis shareholders approve the issuance of Willis ordinary shares pursuant to the Merger Agreement and Towers Watson stockholders approve and adopt the Merger Agreement.

Your vote is very important. To ensure your representation at the Towers Watson special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please vote promptly whether or not you expect to attend the Towers Watson special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Towers Watson special meeting. The Towers Watson board of directors has determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, the Restructuring Transactions (as defined in the Merger Agreement) and the declaration and payment of the Towers Watson pre-merger special dividend are advisable, and in the best interests of, Towers Watson and its stockholders, and has approved and declared advisable the Merger Agreement, and recommends that Towers Watson stockholders vote “FOR” the approval and adoption of the Merger Agreement, “FOR” the Towers Watson compensatory arrangements proposal and “FOR” the adjournment of the Towers Watson special meeting to another date and place if necessary or appropriate to solicit additional votes if there are insufficient votes at the time of the Towers Watson special meeting to approve the Merger Agreement.

The obligations of Willis and Towers Watson to complete the Merger are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement, a copy of which is included as Annex A hereto. The joint proxy statement/prospectus provides you with detailed information about the proposed Merger. It also contains or references information about Willis and Towers Watson and certain related matters. You are encouraged to read this document carefully. In particular, you should read the “Risk Factors” section beginning on page 34 of the accompanying joint proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed transaction and how it will affect you.

On behalf of the Towers Watson board of directors, thank you for your consideration and continued support.

Sincerely,

John J. Haley

Chairman and Chief Executive Officer

Towers Watson & Co.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the issuance of the Willis ordinary shares in connection with the Merger, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This document is dated October 13, 2015, and is first being mailed to stockholders of Towers Watson on or about October 13, 2015.

ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Willis and Towers Watson from documents that are not included in or delivered with the joint proxy statement/prospectus. This information is available without charge to you upon written or oral request. You can obtain the documents incorporated by reference in the joint proxy statement/prospectus by requesting them in writing, by email or by telephone from Willis or Towers Watson at their respective addresses and telephone numbers listed below.

For Willis Shareholders:

Willis Group Holdings Public Limited Company

200 Liberty Street, 7th Floor

New York, NY 10281-1003

Attention: Investor Relations

Telephone: (212) 915-8084

Email: investor.relations@willis.com

For Towers Watson Stockholders:

Towers Watson & Co.

901 N. Glebe Road

Arlington, VA 22203

Attention: Investor Relations

Telephone: (703) 258-8000

Email: investor.relations@towerswatson.com

In addition, if you have questions about the Merger, the Willis EGM or the Towers Watson special meeting, or if you need to obtain copies of the accompanying joint proxy statement/prospectus, proxy cards or other documents incorporated by reference in the joint proxy statement/prospectus, you may contact the appropriate contact listed below. You will not be charged for any of the documents you request.

For Willis Shareholders:

Morrow & Co. LLC

470 West Avenue – 3rd floor

Stamford, CT 06902

Banks and brokers call collect: (203) 658-9400

Shareholders call toll-free: (800) 278-2141

For Towers Watson Stockholders:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Call Collect: (212) 929-5500

Call Toll-Free: (800) 322-2885

To obtain timely delivery of these documents before the Willis EGM and the Towers Watson special meeting, you must request the information no later than November 10, 2015.

For a more detailed description of the information incorporated by reference in the accompanying joint proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 226 of the accompanying joint proxy statement/prospectus.

WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY

GRAND MILL QUAY, BARROW STREET DUBLIN 4, IRELAND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 18, 2015

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (the “Willis EGM”) of Willis Group Holdings Public Limited Company (“Willis”) will be held at The Pierre Hotel, 2 East 61^st Street, New York, New York 10065, on November 18, 2015 at 9:30 a.m. (local time) for the purpose of considering and, if thought fit, passing the following resolutions the precise text of which is set forth in the section entitled “Willis Proposals” beginning on page 58 of the accompanying joint proxy statement/prospectus (the “Willis EGM Resolutions”), resolutions 1, 3 and 4 of which will be proposed as ordinary resolutions and resolution 2 of which will be proposed as a special resolution. The resolutions may be voted on in such order as is determined by the Chairman of the Willis EGM so that, for the avoidance of doubt, a vote may be taken on the resolution regarding the Willis Adjournment Proposal before a vote is taken on any other resolution:


Time:		9:30 a.m. local time

Date:		November 18, 2015

Place:		The Pierre Hotel 2 East 61^st Street New York, New York 10065

Purpose:		Willis Resolution 1 (the Willis Share Issuance Proposal): to approve the issuance of Willis ordinary shares to stockholders of Towers Watson as the merger consideration in connection with the merger as contemplated by the Agreement and Plan of Merger, dated June 29, 2015 (as it may be amended from time to time, the “Merger Agreement”), among Willis, Towers Watson & Co. and Citadel Merger Sub, Inc.; Willis Resolution 2 (the Willis Name Change Proposal): to approve the name change of “Willis Group Holdings Public Limited Company” to “Willis Towers Watson Public Limited Company,” subject to, and immediately after, the consummation of the merger; Willis Resolution 3 (the Willis Consolidation Proposal): to approve a consolidation (i.e., a reverse stock split under Irish law) whereby every 2.6490 Willis ordinary shares will be consolidated into one Willis ordinary share, $0.000304635 nominal value per share, subject to, and immediately after, the consummation of the merger; and Willis Resolution 4 (the Willis Adjournment Proposal): to approve and consent to the adjournment of the Willis EGM, or any adjournments thereof, to another time and place if, in the discretion of the Chairman, it is necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes received by way of proxy, at the time of the Willis EGM to approve the Willis Share Issuance Proposal, the Willis Name Change Proposal and/or the Willis Consolidation Proposal. Completion of the merger is conditioned on, among other things, approval of the Willis Share Issuance Proposal. Approval of each of the Willis Name Change Proposal, the Willis Consolidation Proposal and the Willis Adjournment Proposal at the Willis EGM is not a condition to the obligation of Willis to consummate the merger. Accordingly, if all of the conditions to the merger are satisfied or waived, Willis intends to complete the merger, whether or not the Willis Name Change Proposal, the Willis Consolidation Proposal or the Willis Adjournment Proposal have been approved. In addition, the implementation of the Willis Name Change Proposal and the Willis Consolidation Proposal are each conditioned on the consummation of the merger.



		The accompanying joint proxy statement/prospectus describes the purpose and business of the Willis EGM, contains a detailed description of the Merger Agreement and the merger and includes a copy of the Merger Agreement as Annex A. Please read these documents carefully before deciding how to vote.

Record Date:		The record date for the Willis EGM has been fixed by the board of directors as the close of business on October 2, 2015. Willis shareholders of record at that time are entitled to vote at the Willis EGM.

More information about the transaction and the Willis EGM Resolutions is contained in the accompanying joint proxy statement/prospectus. We urge all Willis shareholders to read the accompanying joint proxy statement/prospectus, including the Annexes and the documents incorporated by reference in the accompanying joint proxy statement/prospectus, carefully and in their entirety. In particular, we urge you to read carefully “Risk Factors” beginning on page 34 of the accompanying joint proxy statement/prospectus.

The Willis board of directors recommends unanimously that Willis shareholders vote “FOR” the Willis Share Issuance Proposal, “FOR” the Willis Name Change Proposal, “FOR” the Willis Consolidation Proposal and “FOR” the Willis Adjournment Proposal.

Shareholders entitled to attend and vote at the Willis EGM may participate in such meeting in Ireland by technological means which will be available at the offices of Matheson, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland at the time of the meeting (and such participation shall constitute presence in person at the EGM).

By order of the Board of Directors,

Dominic Casserley

Chief Executive Officer and Director

October 13, 2015

YOUR VOTE IS IMPORTANT

You may have the option to vote your shares by using a toll-free telephone number or electronically over the Internet as described on the proxy card or voting instruction form you receive. We encourage you to submit your vote using either of these options if they are available to you. Alternatively, you may sign, date, mark and mail your proxy form in the postage-paid envelope provided. The method by which you vote does not limit your right to vote in person at the extraordinary general meeting. We strongly encourage you to vote.

Whether or not you expect to attend the Willis EGM in person, we encourage you to cast your vote promptly so that your shares will be represented and voted at the meeting. Any shareholder entitled to attend and vote at the Willis EGM may appoint one or more proxies, who need not be a shareholder(s) of Willis. If you wish to appoint a person other than the individuals specified on Willis’ proxy card, please contact the Company Secretary and also note that your nominated proxy must attend the Willis EGM in person in order for your votes to be voted.

Under the Constitution of Willis, the Chairman of the Willis EGM may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Pursuant to this authority, the Willis EGM may be adjourned to, among other things, solicit proxies if there are not sufficient votes at the time of the Willis EGM in favor of the Willis Proposals.

TOWERS WATSON & CO.

901 N. GLEBE ROAD

ARLINGTON, VA 22203

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 18, 2015

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Towers Watson & Co. (“Towers Watson”) will be held at Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL 33139, at 8:00 a.m. (local time) on November 18, 2015 for the following purposes:

Towers Watson Proposal 1 (the Towers Watson Merger Proposal): to approve and adopt the Agreement and Plan of Merger, dated as of June 29, 2015 (the “Merger Agreement”), by and among Willis Group Holdings Public Limited Company (“Willis”), Citadel Merger Sub, Inc. (“Merger Sub”) and Towers Watson, and to approve the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Towers Watson, with Towers Watson continuing as the surviving corporation and a subsidiary of Willis;

Towers Watson Proposal 2 (the Towers Watson Compensatory Arrangements Proposal): to approve, on an advisory (non-binding) basis, specified compensatory arrangements between Towers Watson and its named executive officers relating to the transactions contemplated by the Merger Agreement; and

Towers Watson Proposal 3 (the Towers Watson Adjournment Proposal): to adjourn the meeting to another date and place if necessary or appropriate to solicit additional votes if there are insufficient votes at the time of the Towers Watson special meeting to approve the Towers Watson Merger Proposal.

The approval by Towers Watson stockholders of the Towers Watson Merger Proposal is required to complete the merger described in the accompanying joint proxy statement/prospectus.

Towers Watson will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

The Towers Watson Merger Proposal, the Towers Watson Compensatory Arrangements Proposal and the Towers Watson Adjournment Proposal are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety before you vote. A copy of the Merger Agreement is attached as Annex A to this document.

The Towers Watson board of directors has set October 1, 2015 as the record date for the Towers Watson special meeting. Only holders of record of shares of Towers Watson common stock at the close of business on October 1, 2015 will be entitled to notice of and to vote at the Towers Watson special meeting and any adjournments or postponements thereof. Any shareholder entitled to attend and vote at the Towers Watson special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of Towers Watson common stock.

The Towers Watson board of directors has unanimously approved and declared advisable the Merger Agreement and recommends that you vote “FOR” the Towers Watson Merger Proposal, “FOR” the Towers Watson Compensatory Arrangements Proposal and “FOR” the Towers Watson Adjournment Proposal.

BY ORDER OF THE BOARD OF DIRECTORS

John J. Haley

Chairman and Chief Executive Officer

Arlington, Virginia

October 13, 2015

PLEASE VOTE YOUR SHARES OF TOWERS WATSON COMMON STOCK PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT VOTING YOUR SHARES, PLEASE CALL (212) 929-5500 OR (800) 322-2885.

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THE TRANSACTION, THE WILLIS EXTRAORDINARY GENERAL MEETING AND THE TOWERS WATSON SPECIAL MEETING			1

Frequently Used Terms			1

SUMMARY			14

Information about the Companies			14
The Merger			15
Towers Watson Pre-Merger Special Dividend			15
Consideration to Towers Watson Stockholders			15
Treatment of Towers Watson Stock Options and Restricted Stock Unit Awards			16
Recommendation of the Willis Board of Directors and Willis’ Reasons for the Merger			17
Opinion of Willis’ Financial Advisor			17
Recommendation of the Towers Watson Board of Directors and Towers Watson’s Reasons for the Merger			18
Opinion of Towers Watson’s Financial Advisor			18
Willis Extraordinary General Meeting of Shareholders			19
Towers Watson Special Meeting of Stockholders			20
Voting Agreement			20
Interests of Willis’ Directors and Executive Officers in the Transaction			20
Interests of Towers Watson’s Directors and Executive Officers in the Transaction			21
Board of Directors and Management after the Transaction			22
Regulatory Approvals Required for the Transaction			22
No Solicitation; Third Party Acquisition Proposals			22
Change of Recommendation			23
Conditions to the Completion of the Merger			24
Termination of the Merger Agreement; Termination Fees			25
Appraisal Rights of Towers Watson Stockholders			28
Certain Tax Consequences of the Transaction—U.S. Federal Income Tax Considerations			28
Accounting Treatment of the Merger			28
Listing of Willis Ordinary Shares; Delisting of Towers Watson Shares			29
Name Change			29
Consolidation			29
Certain U.S. Federal Income Tax Consequences of the Consolidation			30
Irish Tax Consequences of the Consolidation			30
Litigation Relating to the Transaction			30
Comparison of the Rights of Holders of Willis Ordinary Shares and Towers Watson Common Stock			31
Comparative Per Share Market Price Information			31

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			32

RISK FACTORS			34

Risks Related to the Transaction			34
Risks Related to the Business of the Combined Company			39
Risks Related to Willis’ Jurisdiction of Incorporation			42

SELECTED HISTORICAL FINANCIAL DATA OF WILLIS			44

SELECTED HISTORICAL FINANCIAL DATA OF TOWERS WATSON			46

SELECTED UNAUDITED PRO FORMA FINANCIAL DATA			47

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL DATA			48



COMPARATIVE PER SHARE MARKET PRICE INFORMATION			50

INFORMATION ABOUT THE COMPANIES			51

THE WILLIS EXTRAORDINARY GENERAL MEETING			52

Date, Time and Place of the Willis Extraordinary General Meeting			52
Purpose of the Willis Extraordinary General Meeting			52
Recommendation of the Willis Board of Directors			52
Willis Record Date and Quorum			53
Required Vote			53
Treatment of Abstentions; Failure to Vote			54
Voting on Proxies; Incomplete Proxies			54
Shares Held in Street Name			55
Revocability of Proxies and Changes to a Willis Shareholder’s Vote			56
Solicitation of Proxies			56
Attending the Willis Extraordinary General Meeting			56
Assistance			57

WILLIS PROPOSALS			58

Willis Proposals			58
Vote Required and Willis Board Recommendation			59
Other Matters to Come Before the Willis Extraordinary General Meeting			63

THE TOWERS WATSON SPECIAL MEETING			64

Date, Time and Place of the Towers Watson Special Meeting			64
Purpose of the Towers Watson Special Meeting			64
Recommendation of the Towers Watson Board of Directors			64
Towers Watson Record Date and Quorum			64
Required Vote			65
Treatment of Abstentions; Failure to Vote			65
Voting on Proxies; Incomplete Proxies			65
Shares Held in Street Name			66
Revocability of Proxies and Changes to a Towers Watson Stockholder’s Vote			66
Solicitation of Proxies			67
Attending the Towers Watson Special Meeting			67
Assistance			67

TOWERS WATSON PROPOSALS			68

Towers Watson Merger Proposal			68
Towers Watson Compensatory Arrangements Proposal			68
Towers Watson Adjournment Proposal			69
Other Matters to Come Before the Towers Watson Special Meeting			69

THE MERGER			70

Transaction Structure			70
Consideration to Towers Watson Stockholders			70
Post-Closing Matters			70
Background of the Merger			70
Recommendation of the Willis Board of Directors and Willis’ Reasons for the Merger			80
Opinion of Willis’ Financial Advisor			84
Summary of Material Analyses			87


Recommendation of the Towers Watson Board of Directors and Towers Watson’s Reasons for the Merger			93
Opinion of Towers Watson’s Financial Advisor			97
Forward-Looking Financial Information			107
Board of Directors and Management after the Transaction			113
Interests of Willis’ Directors and Executive Officers in the Transaction			113
Interests of Towers Watson’s Directors and Executive Officers in the Transaction			117
Regulatory Approvals Required for the Transaction			121
Dividend Policy			122
Listing of Willis Ordinary Shares; Delisting of Towers Watson Shares			123
Transaction-Related Costs			123
Accounting Treatment of the Merger			123
Voting Agreement			124

THE MERGER AGREEMENT			125

Explanatory Note Regarding the Merger Agreement			125
The Merger			125
Closing and Effective Time of the Merger			125
Consideration to Towers Watson Stockholders			126
Post-Closing Matters			126
Exchange Agent and Transmittal Materials and Procedures			126
Appraisal Rights			127
Treatment of Towers Watson Stock Options and Restricted Stock Unit Awards			127
Treatment of Towers Watson Employee Stock Purchase Plan			128
Withholding			128
No Fractional Shares			128
Representations and Warranties			129
No Survival of Representations and Warranties			131
Covenants and Agreements			132
Conditions to the Completion of the Merger			141
Termination of the Merger Agreement; Termination Fees			143
Limitation on Remedies			145
Fees and Expenses			146
Indemnification; Directors’ and Officers’ Insurance			146
Amendment and Waiver			146
Governing Law			147
Assignment			147
Specific Performance			147

LITIGATION RELATING TO THE TRANSACTION			148

CERTAIN TAX CONSEQUENCES OF THE TRANSACTIONS			149

U.S. Federal Income Tax Considerations			149
U.S. Federal Income Tax Consequences of the Merger			150
U.S. Federal Income Tax Consequences of the Towers Watson Pre-Merger Special Dividend			153
Ownership and Disposition of Willis Ordinary Shares			154
Sale, Exchange or Other Taxable Disposition			156
Information Reporting and Backup Withholding			156
Foreign Accounts			157
U.S. Federal Income Tax Consequences of the Consolidation			158
Irish Tax Consequences of the Consolidation			158
Irish Tax Considerations			158
Income Tax on Dividends Paid on Willis Ordinary Shares			163

iii


Capital Acquisitions Tax (CAT)			164

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION			165

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME			167

MANAGEMENT OF THE COMBINED COMPANY FOLLOWING THE TRANSACTIONS			176

Executive Officers of the Combined Company			176
Directors of the Combined Company			179

COMPARISON OF THE RIGHTS OF HOLDERS OF WILLIS ORDINARY SHARES AND TOWERS WATSON COMMON STOCK			185

APPRAISAL RIGHTS			213

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF WILLIS			218

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF TOWERS WATSON			220

EXPERTS			222

VALIDITY OF ORDINARY SHARES			222

ENFORCEABILITY OF CIVIL LIABILITIES			222

WILLIS ANNUAL GENERAL MEETING SHAREHOLDER PROPOSALS			223

TOWERS WATSON ANNUAL MEETING STOCKHOLDER PROPOSALS			224

OTHER MATTERS			225

IRISH TAKEOVER RULES—RESPONSIBILITY STATEMENT			225

WHERE YOU CAN FIND MORE INFORMATION			226

ADDITIONAL INFORMATION			229

1. Shareholders and Dealings			229
2. Material Contracts			241
3. Directors and Service Contracts			244



Annex A	Agreement and Plan of Merger	A-1
Annex B	Opinion of Perella Weinberg	B-1
Annex C	Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated	C-1
Annex D	Delaware General Corporation Law Section 262: Appraisal Rights	D-1
Annex E	List of Relevant Territories for the purposes of Irish Dividend Withholding Tax	E-1

Notice to Investors

This document is not a prospectus within the meaning of the Companies Act, the Prospectus Directive (2003/71/EC) Regulations 2005 of Ireland (as amended) or the Prospectus Rules issued by the Central Bank of Ireland. No offer of shares to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law within the meaning of the above legislation. This document has not been approved or reviewed by or registered with the Central Bank of Ireland or any other competent authority or regulatory authority in the European Economic Area. This document does not constitute investment advice or the provision of investment services within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or the Markets in Financial Instruments Directive (2004/39/EC). Neither Willis nor Towers Watson is an authorized investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or the Markets in Financial Instruments Directive (2004/39/EC) and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document.

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION, THE WILLIS EXTRAORDINARY GENERAL MEETING AND THE TOWERS WATSON SPECIAL MEETING

The following are answers to certain questions that you may have regarding the transaction, the Willis extraordinary general meeting (referred to as the “Willis EGM”) and the Towers Watson special meeting. We urge you to read carefully the remainder of this document because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the Annexes to, and the documents incorporated by reference into, this document.

If you are in any doubt about this transaction you should consult an independent financial advisor who, if you are taking advice in Ireland, is authorized or exempted by the Investment Intermediaries Act 1995, or the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007 (as amended).

Except where otherwise noted or where the context otherwise requires, references in this joint proxy statement/prospectus to “we” refer to Willis Group Holdings Public Limited Company, an Irish public limited company (referred to as “Willis”), and Towers Watson & Co., a Delaware corporation (referred to as “Towers Watson”). All references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated June 29, 2015, by and among Willis, Towers Watson, and Citadel Merger Sub, Inc., a Delaware corporation (referred to as “Merger Sub”), as it may be amended from time to time, a copy of which is included as Annex A to this joint proxy statement/prospectus. Unless otherwise indicated, all references to “dollars” or “$” in this joint proxy statement/prospectus are references to U.S. dollars.

Frequently Used Terms

In addition, a few frequently used terms may be helpful for you to have in mind at the outset. Unless otherwise indicated or as the context otherwise requires, each reference in this joint proxy statement/prospectus to:

•

“Code” refers to the Internal Revenue Code of 1986, as amended;

•

“Companies Act” refers to the Irish Companies Act 2014;

•

“Consolidation” refers to the consolidation (i.e., a reverse stock split under Irish law) of the Willis ordinary shares, whereby every 2.6490 issued and unissued Willis ordinary shares will be consolidated into one Willis ordinary share, $0.000304635 nominal value per share, subject to, and immediately after, the Merger;

•

“Constitution” or the “Willis Constitution” refers to the Constitution of Willis and, as appropriate, the memorandum and articles of association of Willis, as amended from time to time;

•

“Court” refers to the Court of Chancery of the State of Delaware;

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“DGCL” refers to the General Corporation Law of the State of Delaware;

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“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

•

“Exchange Ratio” refers to 2.6490 Willis ordinary shares for each share of Towers Watson common stock;

•

“GAAP” refers to the United States generally accepted accounting principles;

•

“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

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“Irish Takeover Rules” refers to the Irish Takeover Panel Act, 1997, Takeover Rules, 2013;

•

“IRS” refers to the U.S. Internal Revenue Service;

•

“Merger Consideration” refers to the cancellation and conversion of each share of Towers Watson common stock into the right to receive 2.6490 Willis ordinary shares;

•

“NASDAQ” refers to the NASDAQ Stock Market;

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“NYSE” refers to the New York Stock Exchange;

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“SEC” refers to the Securities and Exchange Commission;

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“Securities Act” refers to the Securities Act of 1933, as amended;

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“Towers Watson bylaws” refers to the Amended and Restated Bylaws of Towers Watson, as amended from time to time;

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“Towers Watson certificate of incorporation” refers to the Towers Watson Second Amended and Restated Certificate of Incorporation, as amended from time to time;

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“Towers Watson common stock” refers to Towers Watson Class A common stock, par value $0.01 per share;

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“Towers Watson pre-merger special dividend” refers to the pre-Merger special cash dividend in an amount of $4.87 per share of Towers Watson common stock;

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“Towers Watson stockholders” refers to the holders of Towers Watson common stock;

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“Treasury Regulations” refers to the regulations promulgated under the Code;

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“ValueAct” refers collectively to ValueAct Capital Master Fund, L.P.,VA Partners I, LLC, ValueAct Capital Management, L.P, ValueAct Capital Management, LLC, ValueAct Holdings, L.P. and ValueAct Holdings GP, LLC;

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“Voting Agreement” refers to the Voting Agreement, dated as of June 29, 2015, by and between Towers Watson and ValueAct;

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“Willis ordinary shares” refers to Willis ordinary shares, $0.000115 nominal value per share; and

•

“Willis shareholders” refers to the holders of Willis ordinary shares.

Q:	WHAT IS THE PROPOSED TRANSACTION ABOUT WHICH I AM BEING ASKED TO VOTE?

Pursuant to the Merger Agreement, Willis will combine with Towers Watson in an all-stock merger of equals transaction. Merger Sub will merge with and into Towers Watson (referred to as the “Merger”), with Towers Watson continuing as the surviving corporation. Following the Merger, Towers Watson will be a subsidiary of Willis and the Towers Watson common stock will be delisted from the NASDAQ, deregistered under the Exchange Act, and cease to be publicly traded.

Q:	WHY AM I RECEIVING THIS DOCUMENT?

Each of Willis and Towers Watson is sending these materials to its respective shareholders or stockholders, as applicable, to help them decide how to vote their Willis ordinary shares or shares of Towers Watson common stock, as the case may be, with respect to matters to be considered at the Willis EGM and the Towers Watson special meeting, respectively.

Completion of the Merger requires an affirmative vote of each of the Willis shareholders and the Towers Watson stockholders. To obtain these required approvals, Willis will hold the Willis EGM at which Willis will ask its shareholders to approve the issuance of Willis ordinary shares pursuant to the Merger Agreement, and Towers Watson will hold a special meeting of stockholders at which Towers Watson will ask its stockholders to approve and adopt the Merger Agreement and to approve the transactions contemplated by the Merger Agreement, including the Merger. In addition, at the Willis EGM, Willis will ask its shareholders to approve the (i) name change of “Willis Group Holdings Public Limited Company” to “Willis Towers Watson Public Limited Company,” and (ii) implementation of a 2.6490 for one reverse

stock split so that each one Willis ordinary share will be converted into 0.3775 Willis ordinary shares, in each case, subject to, and immediately after, the Merger; however, such approvals, are not a condition to the consummation of the Merger. Further information about the Willis EGM, the Towers Watson special meeting and the Merger is contained in this document.

This document constitutes both a joint proxy statement of Willis and Towers Watson and a prospectus of Willis. It is a joint proxy statement because each of the respective boards of directors of Willis and Towers Watson is soliciting proxies from its respective shareholders using this document. It is a prospectus because Willis, in connection with the Merger Agreement, is offering ordinary shares in exchange for the outstanding shares of Towers Watson common stock in the Merger.

For the avoidance of doubt, this document is not intended to be and is not a prospectus for the purposes of the Companies Act, the Prospectus Directive (2003/72/EC) Regulations 2005 of Ireland (as amended) or the Prospectus Rules issued by the Central Bank of Ireland, and the Central Bank of Ireland has not approved this document.

Q:	WHAT WILL TOWERS WATSON STOCKHOLDERS RECEIVE IN THE MERGER?

As a result of the Merger, each issued and outstanding share of Towers Watson common stock, other than (i) any shares of Towers Watson common stock owned by Towers Watson, Willis, or Merger Sub at the effective time of the Merger, which will each be canceled and will cease to exist, and no consideration will be delivered in exchange therefor (referred to as the “excluded shares”) and (ii) shares of Towers Watson common stock held by Towers Watson stockholders who are entitled to and who properly exercise and perfect dissenter’s rights under Delaware law, as described under “Appraisal Rights” beginning on page 213 of this joint proxy statement/prospectus (the shares in (ii) are referred to as “dissenting shares”), will be canceled and in consideration of which each holder of such shares of Towers Watson common stock will have the right to receive 2.6490 validly issued, fully paid and nonassessable Willis ordinary shares. It is anticipated that Willis shareholders and Towers Watson stockholders, in each case as of immediately prior to the Merger, will hold approximately 50.1% and 49.9%, on a fully-diluted basis, respectively, of the Willis ordinary shares immediately after completion of the Merger. The foregoing expected ownership percentages were calculated based on what holders of shares and equity awards of Willis and Towers Watson would be expected to own immediately following the completion of the Merger on a fully diluted basis using the treasury stock method.

No holder of Towers Watson common stock will be issued fractional Willis ordinary shares in the Merger. All fractional Willis ordinary shares will be aggregated and sold in the open market for holders of shares of Towers Watson common stock by the exchange agent and each holder of Towers Watson common stock who would otherwise have been entitled to receive a fraction of a Willis share will receive, in lieu thereof, cash, without interest, in an amount equal to the proceeds from such sale by the exchange agent, if any, less any brokerage commissions or other fees, from the sale of such fractional Willis share in accordance with such holders’ fractional interest in the aggregate number of Willis ordinary shares sold.

In addition, in accordance with the terms of the Merger Agreement, Towers Watson intends to declare and pay the Towers Watson pre-merger special dividend, payable to holders of record of Towers Watson common stock on the Towers Watson pre-merger special dividend record date.

Q:	IF I AM A WILLIS SHAREHOLDER, WILL I RECEIVE THE TOWERS WATSON PRE-MERGER SPECIAL DIVIDEND OR THE MERGER CONSIDERATION IN THE TRANSACTIONS?

No. The Towers Watson pre-merger special dividend will only be distributed to Towers Watson stockholders of record on the pre-merger special dividend record date. The Towers Watson pre-merger special dividend will be declared and paid prior to the consummation of the Merger. If the Merger is completed, Willis shareholders will not receive any Merger Consideration and will continue to hold their Willis ordinary shares, subject to the implementation of the Consolidation described below.

Q:	WHAT IS THE CONSOLIDATION?

Willis is proposing that Willis shareholders vote to approve the Consolidation whereby, immediately after the consummation of the Merger, every 2.6490 Willis ordinary shares will be consolidated into one Willis ordinary share, $0.000304635 nominal value per share. If Willis shareholders approve the Willis Consolidation Proposal, and the Consolidation is effected, then 2.6490 Willis ordinary shares will be consolidated into one Willis ordinary share, $0.000304635 nominal value per share. Immediately following the Consolidation, each Willis shareholder (including former Towers Watson stockholders) will own a reduced number of Willis ordinary shares (i.e., for every one Willis ordinary share a holder will, following the Consolidation, own 0.3775 Willis ordinary shares).

The Consolidation will happen at the same time for every Willis shareholder (including former Towers Watson stockholders), will affect every Willis shareholder uniformly and will not change any Willis shareholder’s percentage ownership interest or relative voting rights in Willis (other than to the extent that the Consolidation would result in any Willis shareholder owning a fractional share, because cash will be paid in lieu of fractional shares). As we explain below, while there can be no assurance as to Willis’ future valuation or share price, the Consolidation should not in itself change the overall valuation of Willis, the value of a Willis shareholder’s investment or the value of the consideration Towers Watson stockholders will receive in the Merger.

Subject to Willis shareholder approval and the consummation of the Merger, immediately after the consummation of the Merger, Willis intends to effect the Consolidation. If the Consolidation is approved, after taking into account the effects of the Merger and the Consolidation, Towers Watson stockholders will receive one post-Consolidation Willis ordinary share for each Towers Watson share. The Merger is not conditioned on Willis shareholder approval of the Consolidation.

Q:	WHEN WILL THE MERGER BE COMPLETED?

The parties currently expect that the Merger will be completed by December 31, 2015. Neither Willis nor Towers Watson can predict, however, the actual date on which the Merger will be completed, or whether it will be completed, because it is subject to factors beyond each company’s control, including whether or when the required regulatory approvals will be received. See “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 141 of this joint proxy statement/prospectus.

Q:	WHAT ARE WILLIS SHAREHOLDERS BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:	Willis shareholders are being asked to vote on the following proposals:

Willis Resolution 1 (the Willis Share Issuance Proposal): to approve the issuance of Willis ordinary shares to stockholders of Towers Watson to be issued as the merger consideration in connection with the Merger as contemplated by the Merger Agreement (referred to as the “Willis Share Issuance Proposal”);

Willis Resolution 2 (the Willis Name Change Proposal): to approve the name change of “Willis Group Holdings Public Limited Company” to “Willis Towers Watson Public Limited Company,” subject to, and immediately after, the consummation of the Merger (referred to as the “Willis Name Change Proposal”);

Willis Resolution 3 (the Willis Consolidation Proposal): to approve the Consolidation, subject to, and immediately after, the consummation of the Merger (referred to as the “Willis Consolidation Proposal”); and

Willis Resolution 4 (the Willis Adjournment Proposal): to approve and consent to the adjournment of the Willis EGM, or any adjournments thereof, to another time and place if, in the discretion of the Chairman, it is necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes received by way of proxy at the time of the Willis EGM to approve the Willis Share Issuance Proposal, the

Willis Name Change Proposal and/or the Willis Consolidation Proposal (referred to as the “Willis Adjournment Proposal” and collectively, with the Willis Share Issuance Proposal, the Willis Name Change Proposal and the Willis Consolidation Proposal, referred to as the “Willis Proposals”).

Completion of the Merger is conditioned on, among other things, approval of the Willis Share Issuance Proposal. Approval of each of the Willis Name Change Proposal, the Willis Consolidation Proposal, and the Willis Adjournment Proposal at the Willis EGM is not a condition to the obligation of Willis to consummate the Merger. Accordingly, if all of the conditions to the Merger are satisfied or waived, Willis intends to complete the Merger, whether or not the Willis Name Change Proposal, the Willis Consolidation Proposal or the Willis Adjournment Proposal have been approved. In addition, the implementation of the Willis Name Change Proposal and the Willis Consolidation Proposal are each conditioned on the consummation of the Merger. Willis does not intend to bring any other matters before the Willis EGM.

Q:	WHAT VOTE IS REQUIRED TO APPROVE THE WILLIS PROPOSALS AT THE WILLIS EXTRAORDINARY GENERAL MEETING?

The Willis Share Issuance Proposal (Willis Resolution 1): The affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM, provided that the total votes cast, including abstentions, represents over 50% in interest of all Willis ordinary shares entitled to vote on the Willis Share Issuance Proposal, is required to approve the Willis Share Issuance Proposal.

The Willis Name Change Proposal (Willis Resolution 2): The affirmative vote of at least 75% of the votes cast, either in person or by proxy, at the Willis EGM is required to approve the Willis Name Change Proposal.

The Willis Consolidation Proposal (Willis Resolution 3): The affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM is required to approve the Willis Consolidation Proposal.

The Willis Adjournment Proposal (Willis Resolution 4): The affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM is required to approve the Willis Adjournment Proposal.

Q:	HOW DOES THE WILLIS BOARD OF DIRECTORS RECOMMEND I VOTE?

The Willis board of directors has unanimously approved the Merger, the execution of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement and determined that the Merger Agreement, the Willis Proposals and other transactions contemplated by the Merger Agreement are advisable and in the best interests of Willis and its shareholders. The Willis board of directors unanimously recommends that you vote your Willis ordinary shares:

“FOR” the Willis Share Issuance Proposal;

“FOR” the Willis Name Change Proposal;

“FOR” the Willis Consolidation Proposal; and

“FOR” the Willis Adjournment Proposal.

Q:	WHAT ARE TOWERS WATSON STOCKHOLDERS BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:	Towers Watson stockholders are being asked to vote on the following proposals:

Towers Watson Proposal 1 (the Towers Watson Merger Proposal): to approve and adopt the Merger Agreement, a copy of which is attached as Annex A to this document, and to approve the transactions contemplated by the Merger Agreement, including the Merger (referred to as the “Towers Watson Merger Proposal”);

Towers Watson Proposal 2 (the Towers Watson Compensatory Arrangements Proposal): to approve, on an advisory (non-binding) basis, specified compensatory arrangements between Towers Watson and its named executive officers relating to the transactions contemplated by the Merger Agreement (referred to as the “Towers Watson Compensatory Arrangements Proposal”); and

Towers Watson Proposal 3 (the Towers Watson Adjournment Proposal): to approve the adjournment of the Towers Watson special meeting, or any adjournments thereof, to another time and place if necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes at the time of the Towers Watson special meeting to approve the Towers Watson Merger Proposal (referred to as the “Towers Watson Adjournment Proposal”).

Towers Watson stockholder approval of the Towers Watson Merger Proposal is required for completion of the Merger. Towers Watson stockholder approval of the Towers Watson Compensatory Arrangements Proposal and the Towers Watson Adjournment Proposal is not required for completion of the Merger. Towers Watson does not intend to bring any other matters before the Towers Watson special meeting.

Q:	WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE TOWERS WATSON SPECIAL MEETING?

A:	The Towers Watson Merger Proposal (Towers Watson Proposal 1): The affirmative vote of a majority of the outstanding shares of Towers Watson common stock entitled to vote on the proposal at the Towers Watson special meeting is required to approve the Towers Watson Merger Proposal.

The Towers Watson Compensatory Arrangements Proposal (Towers Watson Proposal 2): The affirmative vote of a majority of the votes cast affirmatively or negatively on the Towers Watson Compensatory Arrangements Proposal is required to approve, on an advisory basis, the Towers Watson Compensatory Arrangements Proposal, and such vote will not be binding on Towers Watson or its board of directors or any of its committees.

The Towers Watson Adjournment Proposal (Towers Watson Proposal 3): The affirmative vote of a majority of the votes cast affirmatively or negatively on the Towers Watson Adjournment Proposal is required to approve the Towers Watson Adjournment Proposal.

Q:	HOW DOES THE TOWERS WATSON BOARD OF DIRECTORS RECOMMEND I VOTE?

The Towers Watson board of directors has unanimously approved the Merger Agreement and determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable and in the best interests of Towers Watson and its stockholders. The Towers Watson board of directors unanimously recommends that you vote your shares of Towers Watson common stock:

“FOR” the Towers Watson Merger Proposal;

“FOR” the Towers Watson Compensatory Arrangements Proposal; and

“FOR” the Towers Watson Adjournment Proposal.

Q:	ARE THERE ANY VOTING AGREEMENTS WITH EXISTING SHAREHOLDERS?

On June 29, 2015, Towers Watson and ValueAct, a beneficial owner of approximately 10.3% of Willis ordinary shares, entered into a Voting Agreement pursuant to which, among other things, ValueAct agreed to support the transactions contemplated by the Merger Agreement by voting all Willis ordinary shares owned by ValueAct in favor of the Willis Share Issuance Proposal at the Willis EGM. For additional information, see “The Merger—Voting Agreement” beginning on page 124 of this joint proxy statement/prospectus.

Q:	WHAT DO I NEED TO DO NOW?

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at your respective company’s meeting of shareholders. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in “street name” through your broker, bank or other nominee.

Q:	HOW DO I VOTE?

If you are a shareholder of record of Willis as of October 2, 2015 (referred to as the “Willis record date”), or a stockholder of record of Towers Watson as of October 1, 2015 (referred to as the “Towers Watson record date”), you may submit your proxy before your respective company’s extraordinary general meeting or special meeting, as applicable, in one of the following ways:

visit the website shown on your proxy card or voting instruction form to vote via the Internet, if available;

call the toll-free number for telephone voting, as shown on your proxy card or voting instruction form, if available; or

sign, date, mark and return the enclosed proxy card in the enclosed postage-paid envelope.

You may also cast your vote in person at your respective company’s extraordinary general meeting or special meeting, as applicable.

If your shares are held in “street name,” through a broker, bank, trust company or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from their broker, bank or other nominee. Your broker, bank, trust company or other nominee may provide instructions to vote by Internet or telephone.

Q:	HOW MANY VOTES DO I HAVE?

A:	Willis: You are entitled to one vote for each Willis ordinary share that you owned as of the close of business on the Willis record date. As of the close of business on the Willis record date, 180,039,931 Willis ordinary shares were outstanding and entitled to vote at the Willis EGM.

Towers Watson: You are entitled to one vote for each share of Towers Watson common stock that you owned as of the close of business on the Towers Watson record date. As of the close of business on the Towers Watson record date, 69,440,607 shares of Towers Watson common stock were outstanding and entitled to vote at the Towers Watson special meeting.

Q:	WHAT IF I SELL MY WILLIS ORDINARY SHARES BEFORE THE WILLIS EXTRAORDINARY GENERAL MEETING OR MY SHARES OF TOWERS WATSON COMMON STOCK BEFORE THE TOWERS WATSON SPECIAL MEETING?

A:	Willis: The Willis record date is earlier than the date of the Willis EGM and the date that the transaction is expected to be completed. If you transfer your shares after the Willis record date but before the Willis EGM, you will retain your right to vote at the Willis EGM.

Towers Watson: The Towers Watson record date is earlier than the date of the Towers Watson special meeting, the record and payment dates for the Towers Watson pre-merger special dividend and the date that the transaction is expected to be completed. If you transfer your shares after the Towers Watson record date but before the Towers Watson special meeting, you will retain your right to vote at the Towers Watson special meeting, but will have transferred the right to receive the Towers Watson pre-merger special

dividend and the Merger Consideration. In order to receive the Towers Watson pre-merger special dividend and the Merger Consideration, you must hold your shares through the record date for the Towers Watson pre-merger special dividend and the effective time of the Merger, respectively.

Q:	IF I AM A TOWERS WATSON STOCKHOLDER, SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

No. To the extent Towers Watson stockholders have certificated shares, such Towers Watson stockholders should keep their existing stock certificates at this time. After the transaction is completed, Towers Watson stockholders will receive written instructions for exchanging their stock certificates for Willis ordinary shares and cash in lieu of fractional shares.

Q:	WHEN AND WHERE ARE THE WILLIS EXTRAORDINARY GENERAL MEETING AND THE TOWERS WATSON SPECIAL MEETING OF SHAREHOLDERS?

A:	Willis: The Willis EGM will be held at The Pierre Hotel, 2 East 61^st Street, New York, New York 10065, at 9:30 a.m., local time, on November 18, 2015.

Towers Watson: The Towers Watson special meeting will be held at Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL 33139, at 8:00 a.m., local time, on November 18, 2015.

Q:	WHAT CONSTITUTES A QUORUM?

Willis: The presence of holders of at least 50% of Willis’ ordinary shares which are issued and outstanding and entitled to vote on the Willis record date must be present in person or represented by valid proxies. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum.

Towers Watson: The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Towers Watson common stock entitled to vote on the matters to be voted on at the Towers Watson special meeting constitutes a quorum for the meeting. Abstentions and broker non-votes are considered present for purposes of determining a quorum.

Q:	IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK, TRUST COMPANY OR OTHER NOMINEE, WILL MY BROKER, BANK, TRUST COMPANY OR OTHER NOMINEE VOTE MY SHARES FOR ME?

If your shares are held in “street name” in a stock brokerage account or by a bank, trust company or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank, trust company or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Willis or Towers Watson or by voting in person at the Willis EGM or the Towers Watson special meeting unless you obtain a “legal proxy” from your broker, bank, trust company or other nominee.

Under the rules of the NYSE and the NASDAQ, brokers who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE (with respect to the Willis EGM) or the NASDAQ (with respect to the Towers Watson special meeting) determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Willis EGM and the Towers Watson special meeting will be “non-routine” matters. Broker non-votes occur when a broker or nominee is present in person or represented by proxy at the Willis EGM but the broker is not instructed by the beneficial owner of shares how to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a Willis shareholder and you do not instruct your broker, bank, trust company or other nominee on how to vote your shares:

your broker, bank, trust company or other nominee may not vote your shares on the Willis Share Issuance Proposal, which broker non-votes will have no effect on the vote count for such proposal but may make it more difficult to meet the requirement that the total votes cast on such proposal (including abstentions) represent over 50% in interest of all Willis ordinary shares entitled to vote on the proposal;

your broker, bank, trust company or other nominee may not vote your shares on the Willis Name Change Proposal, which broker non-votes will have no effect on the vote count for such proposal (except for determining whether a quorum is present);

your broker, bank, trust company or other nominee may not vote your shares on the Willis Consolidation Proposal, which broker non-votes will have no effect on the vote count for such proposal (except for determining whether a quorum is present); and

your broker, bank, trust company or other nominee may not vote your shares on the Willis Adjournment Proposal, which broker non-votes will have no effect on the vote count for such proposal (except for determining whether a quorum is present).

If you are a Towers Watson stockholder and you do not instruct your broker, bank, trust company or other nominee on how to vote your shares:

your broker, bank, trust company or other nominee may not vote your shares on the Towers Watson Merger Proposal, which broker non-votes will have the same effect as a vote against such proposal;

your broker, bank, trust company or other nominee may not vote your shares on the Towers Watson Compensatory Arrangements Proposal, which broker non-votes will have no effect on the vote count for such proposal (except for determining whether a quorum is present); and

your broker, bank, trust company or other nominee may not vote your shares on the Towers Watson Adjournment Proposal, which broker non-votes will have no effect on the vote count for such proposal (except for determining whether a quorum is present).

Q:	WHAT IF I DO NOT VOTE OR I ABSTAIN?

A:	For purposes of each of the Willis EGM and the Towers Watson special meeting, an abstention occurs when a shareholder attends the applicable meeting in person and does not vote or returns a proxy with an “abstain” vote on any proposal.

Willis Shareholders:

Willis Share Issuance Proposal: If you are a Willis shareholder and you fail to vote or fail to instruct your broker, bank, trust company or other nominee how to vote on the Willis Share Issuance Proposal, your proxy will have no effect on the vote count for such proposal but may make it more difficult to meet the requirement that the total votes cast on such proposal (including abstentions) represent over 50% in interest of all Willis ordinary shares entitled to vote on the proposal. If you respond with an “abstain” vote on the Willis Share Issuance Proposal, your proxy will count as a vote against such proposal.

Willis Name Change Proposal: If you are a Willis shareholder and you fail to vote or fail to instruct your broker, bank, trust company or other nominee how to vote on the Willis Name Change Proposal, your proxy will have no effect on the vote count for such proposal (except for determining whether a quorum is present). If you respond with an “abstain” vote on the Willis Name Change Proposal, your proxy will have no effect on the vote count for such proposal.

Willis Consolidation Proposal: If you are a Willis shareholder and you fail to vote or fail to instruct your broker, bank, trust company or other nominee how to vote on the Willis Consolidation Proposal, your proxy will have no effect on the vote count for such proposal (except for determining whether a quorum is present). If you respond with an “abstain” vote on the Willis Consolidation Proposal, your proxy will have no effect on the vote count for such proposal.

Willis Adjournment Proposal: If you are a Willis shareholder and you fail to vote and are not present in person or by proxy at the special meeting, or fail to instruct your broker, bank, trust company or other nominee how to vote on the Willis Adjournment Proposal, your proxy will have no effect on the vote count for such proposal (except for determining whether a quorum is present). If you respond with an “abstain” vote on the Willis Adjournment Proposal, your proxy will have no effect on the vote count for such proposal.

Towers Watson Stockholders:

Towers Watson Merger Proposal: If you are a Towers Watson stockholder and (i) you fail to vote or fail to instruct your broker, bank, trust company or other nominee how to vote on the Towers Watson Merger Proposal or (ii) you respond with an “abstain” vote on the Towers Watson Merger Proposal, your proxy will have the same effect as a vote cast against the Towers Watson Merger Proposal.

Towers Watson Compensatory Arrangements Proposal: If you are a Towers Watson stockholder and you fail to vote and are not present in person or by proxy at the special meeting, or fail to instruct your broker, bank, trust company or other nominee how to vote on the Towers Watson Adjournment Proposal, your proxy will have no effect on the vote count for such proposal (except for determining whether a quorum is present). If you respond with an “abstain” vote on the Towers Watson Compensatory Arrangements Proposal, your proxy will have no effect on the vote count for such proposal (except for determining whether a quorum is present).

Towers Watson Adjournment Proposal: If you are a Towers Watson stockholder and you fail to vote and are not present in person or by proxy at the special meeting, or fail to instruct your broker, bank, trust company or other nominee how to vote on the Towers Watson Adjournment Proposal, your proxy will have no effect on the vote count for such proposal (except for determining whether a quorum is present). If you respond with an “abstain” vote on the Towers Watson Adjournment Proposal, your proxy will have no effect on the vote count for such proposal (except for determining whether a quorum is present).

Q:	WHAT WILL HAPPEN IF I RETURN MY PROXY OR VOTING INSTRUCTION CARD WITHOUT INDICATING HOW TO VOTE?

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Willis ordinary shares represented by your proxy will be voted “FOR” the Willis Proposals in accordance with the recommendation of the Willis board of directors or the shares of Towers Watson common stock represented by your proxy will be voted “FOR” each proposal in accordance with the recommendation of the Towers Watson board of directors.

Q:	MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:	Yes. As a Willis shareholder, you may change your vote or revoke a proxy at any time before your proxy is voted at the Willis EGM by:

•

timely delivering written notice that you have revoked your proxy to the Company Secretary of Willis at least one hour before the commencement of the EGM at the following address:

Willis Group Holdings Public Limited Company

200 Liberty Street, 7th Floor

New York, NY 10281-1003

Attention: Company Secretary

•

timely submitting your voting instructions again by telephone or over the Internet;

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signing and returning by mail a proxy card with a later date so that it is received prior to the Willis EGM; or

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attending the Willis EGM and voting by ballot in person.

Attending the Willis EGM will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail.

As a Towers Watson stockholder, you may change your vote or revoke a proxy at any time before your proxy is voted at the Towers Watson special meeting by:

•

sending a written notice of revocation to the Secretary of Towers Watson at 901 N. Glebe Road, Arlington, Virginia 22203 that is received by Towers Watson prior to 11:59 p.m., Eastern time, on the day preceding the Towers Watson special meeting, stating that you would like to revoke your proxy; or

•

submitting a new proxy or voting instruction form bearing a later date (by Internet, telephone or mail) that is received no later than the deadline specified on the proxy card; or

•

attending the Towers Watson special meeting and voting in person.

Attending the Towers Watson special meeting will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail.

Please note, however, that under the rules of the NYSE and the NASDAQ, any beneficial owner of Willis ordinary shares or Towers Watson common stock whose shares are held in street name by a NYSE (with respect to Willis ordinary shares) or a NASDAQ (with respect to Towers Watson common stock) member brokerage firm may revoke its proxy and vote its shares in person at the Willis EGM or the Towers Watson special meeting only in accordance with applicable rules and procedures as employed by such beneficial owner’s brokerage firm. If your shares are held in an account at a broker, bank, trust company or other nominee, you should contact your broker, bank, trust company or other nominee to change your vote.

If you hold shares indirectly in the Willis benefit plans or Towers Watson benefits plans, you should contact the trustee of your plan, as applicable, to change your vote of the shares allocated to your benefit plan.

Attending the Willis EGM or the Towers Watson special meeting will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. You must vote by ballot at the Willis EGM or Towers Watson special meeting to change your vote.

Q:	WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

Willis shareholders and Towers Watson stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold Willis ordinary shares and/or Towers Watson common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Willis ordinary shares or Towers Watson common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Willis ordinary shares and Towers Watson common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please sign, date, mark and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every Willis ordinary share and/or share of Towers Watson common stock that you own.

Q:	ARE TOWERS WATSON STOCKHOLDERS ENTITLED TO APPRAISAL RIGHTS?

Yes. Towers Watson stockholders are entitled to appraisal rights under Section 262 of the DGCL, provided they satisfy the special criteria and conditions set forth in Section 262 of the DGCL. More information regarding these appraisal rights is provided in this document, and the provisions of the DGCL that grant appraisal rights and govern such procedures are attached as Annex D to this joint proxy statement/prospectus. You should read these provisions carefully and in their entirety. See “Appraisal Rights” beginning on page 213 of this joint proxy statement/prospectus.

Q:	ARE WILLIS SHAREHOLDERS ENTITLED TO APPRAISAL RIGHTS?

A:	No. Willis shareholders are not entitled to appraisal rights under Irish law. Willis shareholders will not be exchanging their Willis ordinary shares in connection with the Merger. There are no appraisal rights in connection with the Consolidation.

Q:	WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO TOWERS WATSON STOCKHOLDERS?

In general, a U.S. holder will recognize gain or loss equal to the difference between (i) the sum of the fair market value of (x) the Willis ordinary shares received by such U.S. holder in the Merger and (y) any fractional Willis ordinary shares that such U.S. holder would otherwise have been entitled to receive in the Merger and (ii) the aggregate tax basis in the Towers Watson common stock surrendered in the Merger. A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain recognized in the Merger other than in certain specific circumstances, as further described under “Certain Tax Consequences of the Transactions—U.S. Federal Income Tax Consequences of the Merger—Tax Consequences to Non-U.S. Holders.”

Towers Watson intends to report the Towers Watson pre-merger special dividend as a distribution with respect to its common stock that will be taxable as a dividend to the extent of Towers Watson’s earnings and profits for U.S. federal income tax purposes. Towers Watson does not expect that the amount of the Towers Watson pre-merger special dividend will exceed its current and accumulated earnings and profits.

Towers Watson stockholders should consult their tax advisors as to the particular tax consequences to them of the transaction, including the effect of U.S. federal, state and local tax laws and foreign tax laws. For a more detailed discussion of the material U.S. federal income tax consequences of the Merger and Towers Watson pre-merger special dividend, see “Certain Tax Consequences of the Transactions—U.S. Federal Income Tax Consequences of the Merger” and “Certain Tax Consequences of the Transactions—U.S. Federal Income Tax Consequences of the Towers Watson Pre-Merger Special Dividend.”

Q:	WHAT ARE THE IRISH TAX CONSEQUENCES OF THE MERGER TO TOWERS WATSON STOCKHOLDERS?

Towers Watson stockholders should consult their tax advisors as to the particular Irish tax consequences to them of the transaction. For a detailed discussion of the material Irish tax consequences of the Merger, including the Irish stamp duty and capital acquisitions tax consequences of certain transfers of Willis ordinary shares and the Irish tax consequences of distributions made by Willis, see “Certain Tax Consequences of the Transactions—Irish Tax Considerations.”

Q:	WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

If the Merger is not completed, Towers Watson stockholders will not receive any consideration for their shares of Towers Watson common stock and may not receive the Towers Watson pre-merger special dividend. Instead, Towers Watson will remain an independent public company and its common stock will continue to be listed and traded on the NASDAQ. Willis ordinary shares will continue to be listed and traded on the NYSE. Under specified circumstances, Willis or Towers Watson may be required to pay to, or be entitled to receive from, the other party a fee with respect to the termination of the Merger Agreement, see “The Merger Agreement—Termination of the Merger Agreement; Termination Fees” beginning on page 143 of this joint proxy statement/prospectus.

Q:	WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:	If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact the proxy solicitation agent for the company in which you hold shares.

Willis shareholders should contact Morrow & Co. LLC, the proxy solicitation agent for Willis, at 470 West Avenue—3rd floor, Stamford, CT 06902 or by email at wsh.info@morrowco.com. Banks and brokers call collect: (203) 658-9400; all others call toll free: (800) 278-2141.

Towers Watson stockholders should contact MacKenzie Partners, Inc. (referred to as “MacKenzie”), the proxy solicitation agent for Towers Watson, at105 Madison Avenue, New York, New York 10016 or by email at proxy@mackenziepartners.com. Banks and brokers call collect: (212) 929-5500; all others call toll free: (800) 322-2885.

Q:	AS A HOLDER OF TOWERS WATSON OPTIONS OR RESTRICTED STOCK UNITS, WHAT WILL I RECEIVE UPON THE COMPLETION OF THE MERGER?

As further detailed in the section entitled “The Merger Agreement—Treatment of Towers Watson Stock Options and Restricted Stock Unit Awards,” immediately prior to the effective time of the Merger, each Towers Watson stock option and restricted stock unit award that is outstanding immediately prior to the effective time of Merger will be exchanged for corresponding equity awards of Willis based upon the Exchange Ratio.

SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which we refer before you decide how to vote with respect to the merger-related proposals. In addition, we incorporate by reference important business and financial information about Willis and Towers Watson into this document. For a description of, and how to obtain, this information, see “Where You Can Find More Information” beginning on page 226 of this joint proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that item.

Information about the Companies

Willis

Willis Group Holdings Public Limited Company

200 Liberty Street, 7th Floor

New York, NY 10281-1003

Telephone: (800) 234-8596 or (212) 915-8888

51 Lime Street

London, EC3M 7DQ

England

Telephone: (011) (44)-(20)-3124-6000

Willis is a leading risk advisor, employee benefits consultant, insurance and reinsurance broker with a global network spanning 120 countries. Willis experts deliver intelligent solutions to clients with the aim of increasing their resilience and improving their understanding and management of risk. Willis prides itself on taking an analytical approach to each client challenge and has specialist practices in major industries including Construction, Financial Services, Natural Resources, TMT and Transportation.

Willis was incorporated in Ireland on September 24, 2009 to facilitate the change of the place of incorporation of the parent company of Willis and its subsidiaries (collectively, referred to as the “Willis Group”) from Bermuda to Ireland. Willis ordinary shares are listed on the NYSE under the symbol “WSH.”

Merger Sub

Citadel Merger Sub, Inc.

c/o Willis Group Holdings Public Limited Company

200 Liberty Street, 7th Floor

New York, NY 10281-1003

Telephone: (800) 234-8596 or (212) 915-8888

51 Lime Street

London, EC3M 7DQ

England

Telephone: (011) (44)-(20)-3124-6000

Merger Sub is a Delaware corporation and currently a direct wholly owned subsidiary of Willis. Merger Sub was incorporated on June 25, 2015 for the purposes of effecting the Merger. To date, Merger Sub has not conducted any activities other than those incidental to its formation, the execution of the Merger Agreement, the preparation of applicable filings under U.S. securities laws and regulatory filings made in connection with the proposed transaction.

Towers Watson

Towers Watson & Co.

901 N. Glebe Road

Arlington, VA 22203

Telephone: (703) 258-8000

Towers Watson is a leading global professional services company that helps organizations improve performance through effective people, risk and financial management. Towers Watson offers consulting, technology and solutions in the areas of benefits, talent management, rewards and risk and capital management. Towers Watson was formed on January 1, 2010, from the merger of Towers, Perrin, Forster & Crosby, Inc. and Watson Wyatt Worldwide, Inc., two leading professional services firms that traced their roots back more than 100 years. Towers Watson’s common stock is listed on the NASDAQ Stock Market under the symbol “TW.”

The Merger

The terms and conditions of the Merger are contained in the Merger Agreement, which is attached to this document as Annex A. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

Pursuant to the Merger Agreement, Willis will combine with Towers Watson in an all-stock merger of equals transaction. Merger Sub will merge with and into Towers Watson, with Towers Watson continuing as the surviving corporation. Following the Merger, Towers Watson will be a subsidiary of Willis and Towers Watson common stock will be delisted from the NASDAQ, deregistered under the Exchange Act and cease to be publicly traded.

Towers Watson Pre-Merger Special Dividend

Two business days immediately prior to the closing date, Towers Watson intends to declare and pay a special dividend, in an amount of $4.87 per share of Towers Watson common stock.

Consideration to Towers Watson Stockholders

Each issued and outstanding share of Class A common stock of Towers Watson, other than those held by Towers Watson, Willis or Merger Sub and dissenting shares, will be converted into the right to receive the Merger Consideration, which is 2.6490 Willis ordinary shares.

It is anticipated that Willis shareholders and Towers Watson stockholders, in each case as of immediately prior to the Merger, will hold approximately 50.1% and 49.9%, on a fully-diluted basis, respectively, of the Willis ordinary shares immediately after completion of the Merger. The foregoing expected ownership percentages were calculated based on what holders of shares and equity awards of Willis and Towers Watson would be expected to own immediately following the completion of the Merger on a fully diluted basis using the treasury stock method. It is currently estimated that, if the Merger is completed, Willis will issue or reserve for issuance approximately 184,494,306 million Willis ordinary shares.

No holder of Towers Watson common stock will be issued fractional Willis ordinary shares in the Merger. All fractional ordinary shares of Willis will be aggregated and sold in the open market for holders of shares of Towers Watson common stock by the exchange agent and each holder of Towers Watson common stock who would otherwise have been entitled to receive a fraction of a Willis share will receive, in lieu thereof, cash, without interest, in an amount equal to the proceeds from such sale by the exchange agent, if any, less any brokerage commissions or other fees, from the sale of such fractional Willis share in accordance with such holders’ fractional interest in the aggregate number of Willis ordinary shares sold.

Treatment of Towers Watson Stock Options and Restricted Stock Unit Awards

The consummation of the Merger will constitute a “change in control” with respect to Towers Watson equity awards and will result in accelerated vesting of certain such awards if the grantee’s employment is terminated without “cause” within 12 months following the effective time of the Merger. Towers Watson equity awards will be treated as follows:

Stock Options. As of immediately prior to the effective time of the Merger, each Towers Watson stock option, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time of the Merger will be assumed by Willis and will be converted into a stock option to acquire a number of Willis ordinary shares (rounded down to the nearest whole share) equal to the product of (a) the number of shares of Towers Watson common stock subject to such Towers Watson stock option and (b) the Exchange Ratio. The exercise price per share of the converted stock option will be an amount (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of the Towers Watson stock option by (y) the Exchange Ratio. Each stock option so assumed and converted will continue to have, and will be subject to, the same terms and conditions as applied to the applicable Towers Watson stock option immediately prior to the effective time of the Merger, except that a grantee’s Towers Watson stock options will vest if the grantee’s employment is terminated without “cause” within 12 months following the effective time of the Merger.

Restricted Stock Units. As of immediately prior to the effective time of the Merger, each outstanding and unvested Towers Watson restricted stock unit award (each, referred to as a “Towers Watson RSU Award”) will be assumed by Willis and will be converted into a Willis restricted stock unit award corresponding to a number of Willis ordinary shares equal to the product of (a) the number of shares of Towers Watson common stock underlying the applicable Towers Watson RSU Award and (b) the Exchange Ratio. Each Towers Watson RSU Award so assumed and converted will continue to have, and will be subject to, the same terms and conditions as applied to the applicable Towers Watson RSU Award immediately prior to the effective time of the Merger, except that a grantee’s Towers Watson RSU Award will vest if the grantee’s employment is terminated without “cause” within 12 months following the effective time of the Merger. Notwithstanding the foregoing, as of immediately prior to the effective time of the Merger, with respect to each Towers Watson RSU Award that has vested but not settled, and each Towers Watson RSU Award granted to a non-employee director, each unvested Towers Watson RSU Award granted to a non-employee director will be deemed to have vested, the shares of Towers Watson common stock underlying such awards will be deemed to have been issued and such award and such shares will immediately thereafter be canceled and converted into the right to receive the Merger Consideration in respect of each share of Towers Watson common stock underlying such award.

Performance-Based Awards. Each outstanding Towers Watson RSU award granted pursuant to the Towers Watson 2009 Long Term Incentive Plan (referred to as the “Towers Watson 2009 LTIP”) that is subject to performance-based vesting conditions (each, referred to as a “Towers Watson PVRSU Award”) will be converted into a service-vesting award corresponding to a number of Willis ordinary shares (rounded down to the nearest whole share) equal to the product of (a) the applicable number of shares of Towers Watson common stock subject to such Towers Watson PVRSU Award and (b) the Exchange Ratio. The applicable number of shares of Towers Watson common stock to be so converted will be determined by applying the target level of performance or, if greater, the actual performance through the most recent date prior to the effective time of the Merger for

which performance goal achievement can reasonably be determined. The converted Towers Watson PRVSU Award will no longer be subject to performance-based vesting criteria. Otherwise, Towers Watson PVRSU Awards so assumed and converted otherwise will continue to have, and will be subject to, the same time-based vesting and other terms and conditions as applied to the applicable Towers Watson RSU award immediately prior to the effective time of the Merger, except that a grantee’s Towers Watson PVRSU Award will vest if the grantee’s employment is terminated without “cause” within 12 months following the effective time of the Merger. At the time the Towers Watson pre-merger special dividend is paid, each share underlying a Towers Watson PVRSU Award will be credited with a corresponding notional dividend, which will be paid out in cash at the time the assumed and converted award vests. Notwithstanding the foregoing, restricted stock units under a Towers Watson PVRSU Award that have vested as of the closing date but have not yet been settled as of such date will be deemed to have settled and shall have the right to receive the Merger Consideration in respect of each share of Towers Watson common stock underlying such award.

For an estimate of the amounts that would become payable to each of Towers Watson’s named executive officers on “double-trigger” vesting of their unvested equity-based awards, see “The Merger—Interests of Towers Watson’s Directors and Executive Officers in the Transaction—Golden Parachute Compensation” beginning on page 119 of this joint proxy statement/prospectus. These amounts are double trigger in nature because vesting is accelerated only upon a qualifying termination occurring within 12 months following the effective time of the Merger.

Recommendation of the Willis Board of Directors and Willis’ Reasons for the Merger

After careful consideration, the Willis board of directors unanimously recommends that Willis shareholders vote “FOR” the Willis Share Issuance Proposal, “FOR” the Willis Name Change Proposal, “FOR” the Willis Consolidation Proposal and “FOR” the Willis Adjournment Proposal.

In reaching its decision, the Willis board of directors considered a number of factors as generally supporting its decision to enter into the Merger Agreement. These factors include, among others, the expectation that the Merger would create a leading integrated global advisory, broking and solutions firm; significantly increased scale, revenues and cost savings; a broader platform to deliver sustainable growth and substantial value for shareholders of the combined company; expected operating and tax synergies; an enhanced credit profile with increased earnings and cash flow and better access to capital markets as a result of enhanced size and business diversification. The Willis board of directors also considered a variety of risks and other potentially negative factors concerning the Merger, including, among others, the risk that the Merger might not be completed in a timely manner, risks related to Towers Watson’s business, risks related to regulatory approvals necessary to complete the Merger, risks related to certain terms of the Merger Agreement (including restrictions on the conduct of Willis’ business prior to the completion of the Merger and the requirement that Willis pay Towers Watson a termination fee in certain circumstances), risks related to the diversion of management and resources from other strategic opportunities and challenges and difficulties relating to integrating the operations of Willis and Towers Watson. For a more complete description of Willis’ reasons for the Merger and the recommendation of the Willis board of directors, see “The Merger—Recommendation of the Willis Board of Directors and Willis’ Reasons for the Merger” beginning on page 80 of this joint proxy statement/prospectus.

Opinion of Willis’ Financial Advisor

Willis engaged Perella Weinberg Partners LP (referred to as “Perella Weinberg”) to act as its financial advisor with respect to the merger of equals transaction with Towers Watson. On June 29, 2015, Perella Weinberg rendered its oral opinion (which was subsequently confirmed in writing on the same date) to the Willis board of directors, to the effect that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the Exchange Ratio is fair, from a financial point of view, to Willis. The full text of Perella Weinberg’s written opinion, dated as of June 29, 2015, is attached as Annex B to this joint

proxy statement/prospectus and is incorporated herein by reference. Perella Weinberg’s written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Perella Weinberg in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. It should be noted that Perella Weinberg’s opinion speaks as of the date rendered and not as of any subsequent date, including the date on which the Merger is completed. Although subsequent developments may affect its opinion, Perella Weinberg does not have any obligation to update, revise or reaffirm its opinion.

For a description of the opinion that Willis received from Perella Weinberg, see “The Merger—Opinion of Willis’ Financial Advisor” beginning on page 84 of this joint proxy statement/prospectus.

Recommendation of the Towers Watson Board of Directors and Towers Watson’s Reasons for the Merger

After careful consideration, the Towers Watson board of directors unanimously recommends that Towers Watson stockholders vote “FOR” the Towers Watson Merger Proposal, “FOR” the Towers Watson Compensatory Arrangements Proposal and “FOR” the Towers Watson Adjournment Proposal.

In reaching its decision, the Towers Watson board of directors considered a number of factors as generally supporting its decision to enter the Merger Agreement, including, among others, that the Merger Consideration would be payable in a highly liquid stock, the Towers Watson board of directors’ belief that the Merger would create a leading integrated global advisory, broking and solutions firm with substantially increased scale, diversification, revenues and cash flow which would provide a strong, sustainable platform for future revenue and earnings growth and that the combined company would have a more efficient tax structure than Towers Watson on a standalone basis. The Towers Watson board of directors also considered a variety of risks and other potentially negative factors concerning the Merger, including, among others, the risk that the Merger might not be completed in a timely manner, risks related to Willis’ business, risks related to regulatory approvals necessary to complete the Merger, risks related to certain terms of the Merger Agreement (including restrictions on the conduct of Towers Watson’s business prior to the completion of the Merger and the requirement that Towers Watson pay Willis a termination fee in certain circumstances), risks related to the diversion of management and resources from other strategic opportunities and challenges and difficulties relating to integrating the operations of Willis and Towers Watson. For a more complete description of Towers Watson’s reasons for the combination and the recommendations of the Towers Watson board of directors, see “The Merger—Recommendation of the Towers Watson Board of Directors and Towers Watson’s Reasons for the Merger” beginning on page 93 of this joint proxy statement/prospectus.

Opinion of Towers Watson’s Financial Advisor

In connection with the Merger, Towers Watson’s financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, referred to as BofA Merrill Lynch, delivered a written opinion, dated June 29, 2015, to the Towers Watson board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the Exchange Ratio (after giving effect to the Towers Watson pre-merger special dividend) to holders of Towers Watson common stock. The full text of BofA Merrill Lynch’s written opinion, which we encourage you to read in its entirety, is attached as Annex C to this joint proxy statement/prospectus and sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by BofA Merrill Lynch in rendering its opinion.

BofA Merrill Lynch delivered its opinion for the benefit and use of the Towers Watson board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the Exchange Ratio (after giving effect to the Towers Watson pre-merger special dividend) from a financial point of view. BofA Merrill Lynch’s opinion did not address any other aspect of the Merger or the related transactions and no opinion or view was expressed as to the relative merits of the Merger or any related

transactions in comparison to other strategies or transactions that might be available to Towers Watson or in which Towers Watson might engage or as to the underlying business decision of Towers Watson to proceed with or effect the Merger or any related transactions. BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger, any related transactions or any other matter. It should be noted that BofA Merrill Lynch’s opinion speaks as of the date rendered and not as of any subsequent date, including the date on which the Merger is completed. Although subsequent developments may affect its opinion, BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion.

For a description of the opinion that the Towers Watson board of directors received from BofA Merrill Lynch, see “The Merger—Opinion of Towers Watson’s Financial Advisor” beginning on page 97 of this joint proxy statement/prospectus.

Willis Extraordinary General Meeting of Shareholders

The Willis EGM will be held on November 18, 2015, at 9:30 a.m. (local time) at The Pierre Hotel, at 2 East 61st Street, New York, New York 10065. At the Willis EGM, Willis shareholders will be asked to approve the Willis Share Issuance Proposal, the Willis Name Change Proposal, the Willis Consolidation Proposal and the Willis Adjournment Proposal.

The Willis board of directors has fixed the close of business on October 2, 2015 as the record date for determining the holders of Willis ordinary shares entitled to receive notice of and to vote at the Willis EGM. As of the Willis record date, there were 180,039,931 Willis ordinary shares outstanding and entitled to vote at the Willis EGM held by a total of 1,369 registered holders. Each Willis ordinary share entitles the holder to one vote on the Willis Proposals to be considered at the Willis EGM. As of the Willis record date, directors and executive officers of Willis and their affiliates owned and were entitled to vote 19,060,342 million Willis ordinary shares, representing less than 10.6% of Willis ordinary shares outstanding on that date. Willis currently expects that Willis’ directors and executive officers will vote all their ordinary shares in favor of the Willis Proposals, although none of them has entered into any agreements obligating them to do so.

Approval of the Willis Share Issuance Proposal requires the affirmative vote of holders of a majority of the outstanding Willis ordinary shares voted, either in person or by proxy, at the Willis EGM provided that the total votes cast, including abstentions, represents over 50% in interest of all Willis ordinary shares entitled to vote on the Willis Share Issuance Proposal.

Approval of the Willis Name Change Proposal requires the affirmative vote of at least 75% of the votes cast, either in person or by proxy, at the Willis EGM.

Approval of the Willis Consolidation Proposal requires the affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM.

Approval of the Willis Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM.

Completion of the Merger is conditioned on, among other things, approval of the Willis Share Issuance Proposal. Approval of each of the Willis Name Change Proposal, the Willis Consolidation Proposal and the Willis Adjournment Proposal at the Willis EGM is not a condition to the obligation of Willis to consummate the Merger. Accordingly, if all of the conditions to the Merger are satisfied or waived, Willis intends to complete the Merger, whether or not the Willis Name Change Proposal, the Willis Consolidation Proposal or the Willis Adjournment Proposal have been approved. In addition, the implementation of the Willis Name Change Proposal and the Willis Consolidation Proposal are each conditioned on the consummation of the Merger.

Towers Watson Special Meeting of Stockholders

The Towers Watson special meeting will be held at 8:00 a.m., local time, on November 18, 2015, located at Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL 33139. At the Towers Watson special meeting, Towers Watson stockholders will be asked to approve the Towers Watson Merger Proposal, the Towers Watson Compensatory Arrangements Proposal and the Towers Watson Adjournment Proposal.

The Towers Watson board of directors has fixed the close of business on October 1, 2015 as the record date for determining the holders of shares of Towers Watson common stock entitled to receive notice of and to vote at the Towers Watson special meeting. Only holders of record of shares of Towers Watson common stock at the close of business on the Towers Watson record date will be entitled to notice of and to vote at the Towers Watson special meeting and any adjournment or postponement thereof. As of the Towers Watson record date, there were 69,440,607 shares of Towers Watson common stock outstanding and entitled to vote at the Towers Watson special meeting held by 313 holders of record. Each share of Towers Watson common stock entitles the holder to one vote on each proposal to be considered at the Towers Watson special meeting. As of the record date, directors and executive officers of Towers Watson and their affiliates owned and were entitled to vote 621,891.25 shares of Towers Watson common stock, representing less than one percent of the shares of Towers Watson common stock outstanding on that date. Towers Watson currently expects that Towers Watson’s directors and executive officers will vote their shares in favor of the Towers Watson Merger Proposal, the Towers Watson Compensatory Arrangements Proposal and the Towers Watson Adjournment Proposal, although none of them has entered into any agreements obligating them to do so.

Approval of the Towers Watson Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Towers Watson common stock entitled to vote on the Towers Watson Merger Proposal at the Towers Watson special meeting.

Approval of the Towers Watson Compensatory Arrangements Proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the Towers Watson Compensatory Arrangements Proposal, although such vote will not be binding on Towers Watson or its board of directors or any of its committees.

Approval of the Towers Watson Adjournment Proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the Towers Watson Adjournment Proposal.

Voting Agreement

On June 29, 2015, Towers Watson and ValueAct, a beneficial owner of approximately 10.3% of Willis ordinary shares, entered into a Voting Agreement pursuant to which, among other things, ValueAct agreed to support the transactions contemplated by the Merger Agreement by voting all Willis ordinary shares owned by ValueAct in favor of the Willis Share Issuance Proposal at the Willis EGM. For additional information, see “The Merger—Voting Agreement” beginning on page 124 of this joint proxy statement/prospectus.

Interests of Willis’ Directors and Executive Officers in the Transaction

In considering the recommendation of the Willis board of directors that Willis shareholders vote to approve the Merger, you should be aware that some of Willis’ directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Willis’ shareholders generally. Interests of directors and officers that may be different from or in addition to the interests of Willis’ shareholders include, but are not limited to:

•

Willis’ executive officers are parties to employment agreements with Willis that provide for severance payments and benefits in the event of qualifying terminations of employment in connection with or following the Merger.

•

Under the terms of their respective employment agreements and applicable equity incentive award agreements, Willis’ executive officers hold equity incentive awards that will be subject to accelerated vesting provisions in the event of qualifying terminations of employment in connection with or following the Merger.

•

Certain of Willis’ directors will continue to serve as directors of Willis following the closing of the Merger.

These interests are discussed in more detail in the section entitled “The Merger—Interests of Willis’ Directors and Executive Officers in the Transaction” beginning on page 113 of this joint proxy statement/prospectus and “The Merger—Board of Directors and Management after the Transaction” beginning on page 113 of this joint proxy statement/prospectus. The members of the Willis board of directors were aware of the different or additional interests set forth herein and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, and in recommending to the shareholders of Willis that the Willis Share Issuance Proposal, the Willis Name Change Proposal, and the Willis Consolidation Proposal be approved.

Interests of Towers Watson’s Directors and Executive Officers in the Transaction

In considering the recommendation of the Towers Watson board of directors that Towers Watson stockholders vote to approve the Merger, you should be aware that some of Towers Watson’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Towers Watson’s stockholders generally. Interests of directors and officers that may be different from or in addition to the interests of Towers Watson’s stockholders include, but are not limited to:

•

The Merger Agreement provides for conversion of all Towers Watson stock options and restricted stock units into either the Merger Consideration or corresponding equity awards of Willis.

•

A pro rata annual bonus for the year in which the effective time of the Merger occurs may be paid to Towers Watson’s executive officers. However, Towers Watson has not entered into employment agreements or change-in-control severance agreements with its executive officers and does not provide any form of tax gross-ups. Executive officers are eligible for the same severance pay plan as all U.S.-based associates. The plan provides for severance pay in an amount equal to three weeks’ base pay for each completed year of the employee’s service, plus twelve weeks, up to a maximum of 44 weeks’ pay, payable in a lump sum upon termination. The Merger will be a “change in control” for purposes of Towers Watson equity awards.

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Under the terms of their respective equity incentive award agreements, equity incentive awards held by Towers Watson’s non-employee directors will fully vest at the effective time of the Merger.

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Certain of Towers Watson’s directors will serve as directors of Willis following the closing of the Merger.

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Towers Watson’s directors and executive officers are entitled to continued indemnification and insurance coverage under the Merger Agreement.

In addition, in August 2015, the Compensation Committee of the Towers Watson board of directors determined that the Merger would constitute a “Change in Control” under Towers Watson’s compensation plans. As a result, in accordance with the terms of their respective equity incentive award agreements, Towers Watson’s executive officers and employee directors hold:

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Towers Watson PVRSU Awards that will be converted at the effective time of the Merger into RSU Awards subject to service-based vesting conditions; and

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equity awards that will be subject to accelerated vesting provisions in the event of qualifying terminations of employment in connection with or following the Merger.

Also as a result of the August 2015 Compensation Committee action, account balances under the Towers Watson & Co. Voluntary Deferred Compensation Plan for Non-Employee Directors will be paid as soon as practical after the Merger (such account balances are currently fully vested).

These interests are discussed in more detail in the section entitled “The Merger—Interests of Towers Watson’s Directors and Executive Officers in the Transaction” beginning on page 117 of this joint proxy statement/prospectus and “The Merger—Board of Directors and Management after the Transaction” beginning on page 113 of this joint proxy statement/prospectus. The members of the Towers Watson board of directors were aware of the different or additional interests set forth above and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending to the stockholders of Towers Watson that the Towers Watson Merger Proposal be approved.

Board of Directors and Management after the Transaction

Following the completion of the Merger, the combined company’s board of directors will consist of twelve directors in total, six directors to be selected by Towers Watson and six directors to be selected by Willis.

Upon completion of the Merger:

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James McCann will become Chairman of the board of directors of the combined company;

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John J. Haley will become Chief Executive Officer of the combined company; and

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Dominic Casserley will become President and Deputy Chief Executive Officer of the combined company.

For additional information, see “The Merger Agreement—Covenants and Agreements—Post-Merger Organizational Matters” beginning on page 135 of this joint proxy statement/prospectus.

Regulatory Approvals Required for the Transaction

Willis and Towers Watson have each agreed to use their reasonable best efforts to obtain all regulatory approvals required to complete the transactions contemplated by the Merger Agreement. These approvals include approval from the Department of Justice, the Federal Trade Commission, the European Commission and the Financial Conduct Authority in the United Kingdom and various other federal, state and foreign regulatory authorities and self-regulatory organizations.

Willis and Towers Watson are in the process of completing the filing of applications and notifications to obtain the required regulatory approvals. Although Willis and Towers Watson believe that the transactions do not raise substantial regulatory concerns and that all requisite regulatory approvals can be obtained on a timely basis, Willis and Towers Watson cannot be certain when or if these approvals will be obtained. For additional information, see “The Merger—Regulatory Approvals Required for the Transaction” ” beginning on page 121 of this joint proxy statement/prospectus.

No Solicitation; Third Party Acquisition Proposals

Under the terms of the Merger Agreement, each of Willis and Towers Watson has agreed that it will not (and will not permit any of its subsidiaries to, and that it will cause its directors, officers and employees not to, and that it will use its reasonable best efforts to cause its other representatives not to), directly or indirectly solicit, initiate or knowingly encourage or knowingly facilitate (including by way of furnishing information), or engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its shareholders or

stockholders, as applicable) which constitutes or would be reasonably expected to lead to a competing acquisition proposal, participate in any negotiations regarding, or furnish to any person or entity any nonpublic information relating to it or any of its respective subsidiaries in connection with a competing acquisition proposal, engage in discussions with any person or entity with respect to any competing acquisition proposal, except as required by the duties of the members of its board of directors under applicable laws, waive, terminate, modify or release any person or entity (other than the other party and its affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, approve or recommend, or propose publicly to approve or recommend, any competing acquisition proposal, withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to the other party, the recommendation by its board of directors to its shareholders or stockholders, as applicable, to vote in favor of its respective proposals or enter into any letter of intent or similar document relating to, or any agreement or commitment providing for, any competing acquisition proposal (other than as permitted in the Merger Agreement).

Nevertheless, Willis and Towers Watson may inform a person or entity that has made or, to its knowledge, is considering making a competing acquisition proposal of the non-solicitation provisions of the Merger Agreement.

If Willis or Towers Watson receives, prior to obtaining approval of the Willis Share Issuance Proposal or the Towers Watson Merger Proposal, as applicable, a bona fide, unsolicited, written competing acquisition proposal, which its board of directors determines in good faith after consultation with its outside legal and financial advisors (i) constitutes a superior proposal or (ii) would reasonably be expected to result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a superior proposal or, in the case of Willis, if required by Rule 20.2 of the Irish Takeover Rules, then in any such event it may take the following actions: (x) furnish nonpublic information to the person or entity making such competing acquisition proposal, if, and only if, prior to so furnishing such information, receives from such person or entity an executed confidentiality agreement with confidentiality terms that are no less favorable in the aggregate to it than those contained in the confidentiality agreement between Willis and Towers Watson (provided, however, that the confidentiality agreement is not required to contain standstill provisions) and (y) engage in discussions or negotiations with such person or entity with respect to the competing acquisition proposal.

Change of Recommendation

The Willis board of directors and the Towers Watson board of directors are entitled to approve or recommend, or propose publicly to approve or recommend a competing acquisition proposal or withdraw, change, amend, modify or qualify its recommendation, in a manner adverse to the other party, prior to the approval of the Willis Share Issuance Proposal or the Towers Watson Merger Proposal, as applicable, if:

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following receipt of a bona fide, unsolicited, written competing acquisition proposal, which such board of directors determines in good faith after consultation with its outside legal and financial advisors is a superior proposal and if (x) such proposal was received after the date of the Merger Agreement and did not result from a breach of the non-solicitation provisions of the Merger Agreement and (y) such board of directors has determined in good faith after consultation with its outside legal counsel that the failure to take such action would be inconsistent with the duties of the members of the board of directors under applicable laws (such a change of recommendation, referred to as an “acquisition proposal change of recommendation”); or

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in response to a change, effect, development, circumstance, condition, state of facts, event or occurrence (that does not relate to a competing acquisition proposal) that (a) was not known to the board of directors, or the material consequences of which (based on facts known to members of the board of directors as of the date of the Merger Agreement) were not reasonably foreseeable, as of the

date of the Merger Agreement, (b) becomes known by the board of directors prior to the receipt of the stockholder approval and (c) if such board of directors has determined in good faith after consultation with its outside legal counsel that the failure to take such action would constitute a breach of the duties of the members of the board of directors under applicable laws, subject to certain exceptions (such a change of recommendation, referred to as an “intervening event change of recommendation”) (either an acquisition proposal change of recommendation or an intervening event change of recommendation, referred to as a “change of recommendation”).

However, (i) prior to such board of directors making an intervening event change of recommendation, the party making such a change of recommendation must provide the other party with three business days’ prior written notice advising the other party that it intends to effect an intervening event change of recommendation and specifying, in reasonable detail, the reasons (including the material facts and circumstances related to the applicable intervening event), and during such three business day period, the party changing its recommendation must consider in good faith any proposal by the other party to amend the terms and conditions of the Merger Agreement in a manner that would obviate the need to effect the intervening event change of recommendation and (ii) prior to such board of directors making an acquisition proposal change of recommendation, the party making such a change of recommendation must provide the other party with three business days’ prior written notice (and any material amendment to the amount or form of consideration payable in connection with the applicable competing acquisition proposal will require a new notice and an additional two business day period) advising the other party that its board of directors intends to take such action and specifying the material terms and conditions of the competing acquisition proposal, and during such three business day period (or subsequent two business day period), the party changing its recommendation will consider and negotiate in good faith any proposal by the other party to amend the terms and conditions of the Merger Agreement such that such the competing acquisition proposal would no longer constitute a “superior proposal.”

Conditions to the Completion of the Merger

Under the Merger Agreement, the respective obligations of each party to effect the Merger are subject to the satisfaction or waiver on or prior to the closing date of the Merger of the following conditions:

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approval of the Willis Share Issuance Proposal and the Towers Watson Merger Proposal;

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the effectiveness of the registration statement on Form S-4 of which this document forms a part and no stop order suspending the effectiveness of such registration statement having been issued by the SEC and remaining in effect and no proceeding to that effect having been commenced or threatened;

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the absence of any injunction or other legal prohibition or restraint on the Merger;

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authorization for listing on the NYSE and/or the NASDAQ of the Willis ordinary shares to be issued in the Merger, subject to official notice of issuance;

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(i) any applicable waiting period relating to the Merger under the HSR Act must have expired or been terminated and (ii) all specified consents of, or filings with, governmental entities will have been obtained; and

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Willis shall not, as a result of any adoption, implementation, promulgation, repeal, modification, amendment, or change of any applicable law of or by any governmental entity following the date of the Merger Agreement and prior to the closing date of the Merger, be treated as a domestic corporation for U.S. federal income tax purposes as of or after the closing date of the Merger.

In addition, Willis’ and Merger Sub’s obligations to effect the Merger are conditioned upon:

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the accuracy of Towers Watson’s representations and warranties, subject to specified materiality standards;

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the performance by Towers Watson of its obligations and covenants under the Merger Agreement in all material respects;

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the receipt by Willis of a tax opinion from its legal counsel, Weil, Gotshal & Manges LLP, that Section 7874 of the Code should not apply in such a manner so as to cause Towers Watson or any of its subsidiaries to be treated as an “expatriated entity” within the meaning of Section 7874 of the Code;

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since the date of the Merger Agreement, no material adverse effect on Towers Watson having occurred; and

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the delivery by Towers Watson of an officer’s certificate certifying such accuracy of its representations and warranties, such performance of its obligations and covenants, and that no material adverse effect on Towers Watson has occurred since the date of the Merger Agreement.

In addition, Towers Watson’s obligation to effect the Merger is conditioned upon:

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the accuracy of Willis’ and Merger Sub’s representations and warranties, subject to specified materiality standards;

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the performance by Willis and Merger Sub of their obligations and covenants under the Merger Agreement in all material respects;

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the receipt by Towers Watson of a tax opinion from its legal counsel, Gibson, Dunn & Crutcher LLP, that Section 7874 of the Code should not apply in such a manner so as to cause Towers Watson or any of its subsidiaries to be treated as an “expatriated entity” within the meaning of Section 7874 of the Code;

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since the date of the Merger Agreement, no material adverse effect on Willis having occurred; and

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the delivery by Willis of an officer’s certificate certifying such accuracy of such representations and warranties, such performance of such obligations and covenants, and that no material adverse effect on Willis has occurred since the date of the Merger Agreement.

See “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 141 of this joint proxy statement/prospectus.

Termination of the Merger Agreement; Termination Fees

Termination

The Merger Agreement may be terminated and the Merger and the other transactions abandoned (whether before or after receipt of the approval of the Towers Watson Merger Proposal by the Towers Watson stockholders or the Willis Share Issuance Proposal by the Willis shareholders, if applicable) as follows:

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by mutual written consent of Willis and Towers Watson;

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by either Willis or Towers Watson, prior to the effective time of the Merger, if there has been a breach by Towers Watson, on the one hand, or Willis or Merger Sub, on the other hand, of any representation, warranty, covenant or agreement set forth in the Merger Agreement (other than the non-solicitation covenant), which breach would result in the conditions to the consummation of the Merger not being satisfied (and such breach is not curable prior to March 31, 2016 (referred to as the “Outside Date”), or if curable prior to the Outside Date, has not been cured within the earlier of (i) 30 calendar days after the receipt of notice thereof by the defaulting party from the non-defaulting party or (ii) three business days before the Outside Date). However, the Merger Agreement may not be terminated in accordance with the foregoing sentence by any party if such party is then in material breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement;

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by either Willis or Towers Watson, if the effective time of the Merger has not occurred by midnight Eastern time on the Outside Date, provided that this right to terminate the Merger Agreement may not be exercised by a party whose breach of any representation, warranty, covenant or agreement in the Merger Agreement is the cause of, or resulted in, the effective time of the Merger not occurring prior to the Outside Date;

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by Willis, if, prior to the approval of the Towers Watson Merger Proposal, the Towers Watson board of directors effects a Towers Watson change of recommendation or Towers Watson materially breaches the non-solicitation covenant;

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by Towers Watson, if, prior to the approval of the Willis Share Issuance Proposal, the Willis board of directors effects a Willis change of recommendation or Willis materially breaches the non-solicitation covenant;

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by either Willis or Towers Watson if a governmental entity of competent jurisdiction, that is within a jurisdiction that is material to the business and operations of Willis and Towers Watson, taken together, has issued a final, non-appealable order, injunction, decree or ruling in each case permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger;

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by either Willis or Towers Watson, if the approval of the Towers Watson Merger Proposal has not been obtained at the Towers Watson special meeting or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken;

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by either Willis or Towers Watson, if the approval of the Willis Share Issuance Proposal has not been obtained at the Willis EGM or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken;

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By Towers Watson, if, any time prior to the Towers Watson stockholders’ approval of the Towers Watson Merger Proposal, the Towers Watson board of directors effects a change of recommendation in order to accept a superior proposal, Towers Watson enters into a definitive agreement with respect to such superior proposal and pays the Termination Fee (as defined below) to Willis as a condition to such termination; or

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By Willis, if, at any time prior to the Willis shareholders’ approval of the Willis Share Issuance Proposal, the Willis board of directors effects a change of recommendation in order to accept a superior proposal, Willis enters into a definitive agreement with respect to such superior proposal and pays the Termination Fee (as defined below) to Towers Watson as a condition to such termination.

Termination Fees Payable by Willis

The Merger Agreement requires Willis to pay Towers Watson a termination fee of $255,000,000 (referred to as the “Termination Fee”) if:

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(a) Willis or Towers Watson terminates the Merger Agreement due to the failure of the Merger to occur by the Outside Date or the failure to obtain the approval of the Willis Share Issuance Proposal at the Willis EGM or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken or there has been a breach by Willis (which breach occurred following receipt of a qualifying acquisition proposal for Willis by a third party) which would result in a failure to meet the closing conditions described above and such breach is not curable prior to the Outside Date, (b) after the date of the Merger Agreement, an acquisition proposal for Willis by a third party for more than 50% of the assets, equity interests or business of Willis has been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Willis EGM and (c) (x) any such acquisition proposal is consummated within twelve months of such termination or (y) Willis enters into a definitive agreement providing for any such acquisition proposal within twelve months of such termination and such acquisition proposal is consummated;

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Towers Watson terminates the Merger Agreement because (a) the Willis board of directors effects a Willis acquisition proposal change of recommendation or a Willis intervening event change of recommendation prior to the approval of the Willis Share Issuance Proposal or (b) of a material breach by Willis of the non-solicitation covenant; or

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Willis terminates the Merger Agreement at any time prior to Willis shareholder approval of the Willis Share Issuance Proposal, the Willis board of directors effects a change of recommendation in order to accept a superior proposal, Willis enters into a definitive agreement with respect to such superior proposal and pays the Termination Fee to Towers Watson as a condition to such termination.

The Merger Agreement requires Willis to reimburse Towers Watson for any and all out-of-pocket fees and expenses up to $45,000,000 if either Willis or Towers Watson terminates the Merger Agreement because the Willis Share Issuance Proposal is not approved by the Willis shareholders at the Willis EGM or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken or Towers Watson terminates the Merger Agreement due to a breach by Willis which would result in the conditions to the consummation of the Merger not being satisfied. To the extent this fee becomes payable, any payment made for this reason will be credited against Willis’ obligation to pay the $255,000,000 termination fee described above, should it become payable.

Termination Fees Payable by Towers Watson

The Merger Agreement requires Towers Watson to pay Willis a termination fee of $255,000,000 if:

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(a) Willis or Towers Watson terminates the Merger Agreement due to the failure of the Merger to occur by the Outside Date or the failure to obtain the approval of the Towers Watson Merger Proposal at Towers Watson’s special meeting or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken or there has been a breach by Towers Watson (which breach occurred following receipt of a qualifying acquisition proposal for Towers Watson by a third party) which would result in a failure to meet the closing conditions described above and such breach is not curable prior to the Outside Date, (b) after the date of the Merger Agreement, an acquisition proposal for Towers Watson by a third party for more than 50% of the assets, equity interests or business of Towers Watson has been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Towers Watson special meeting and (c) (x) any such acquisition proposal is consummated within twelve months of such termination or (y) Towers Watson enters into a definitive agreement providing for any such acquisition proposal within twelve months of such termination and such acquisition proposal is consummated;

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Willis terminates the Merger Agreement because (a) the Towers Watson board of directors effects a Towers Watson acquisition proposal change of recommendation or a Towers Watson intervening event change of recommendation prior to the approval of the Towers Watson Merger Proposal or (b) of a material breach by Towers Watson of the non-solicitation covenant; or

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Towers Watson terminates the Merger Agreement at any time prior to Towers Watson stockholder approval of the Towers Watson Merger Proposal, the Towers Watson board of directors effects a change of recommendation in order to accept a superior proposal, Towers Watson enters into a definitive agreement with respect to such superior proposal and pays the Termination Fee to Willis as a condition to such termination.

The Merger Agreement requires Towers Watson to reimburse Willis for any and all out-of-pocket fees and expenses up to $45,000,000 if either Willis or Towers Watson terminates the Merger Agreement because the Towers Watson Merger Proposal is not approved by the Towers Watson stockholders at Towers Watson’s special meeting or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken or Willis terminates the Merger Agreement due to a breach by Towers Watson which would result in the

conditions to the consummation of the Merger not being satisfied. To the extent this fee becomes payable, any payment made for this reason will be credited against Towers Watson’s obligation to pay the $255,000,000 termination fee described above, should it become payable.

See “The Merger Agreement—Termination of the Merger Agreement; Termination Fees” beginning on page 143 of this joint proxy statement/prospectus.

Appraisal Rights of Towers Watson Stockholders

Under the DGCL, if the Merger is completed, Towers Watson stockholders of record who do not vote in favor of the adoption of the Merger Agreement and properly make a demand for appraisal will be entitled to exercise appraisal rights and obtain payment in cash for the judicially-determined fair value of their shares of Towers Watson common stock.

The text of the DGCL governing appraisal rights is attached to this proxy statement as Annex D. Your failure to comply with the procedures described in Annex D will result in the loss of your appraisal rights.

Certain Tax Consequences of the Transaction—U.S. Federal Income Tax Considerations

Towers Watson stockholders should consult their tax advisors as to the particular tax consequences to them of the transaction, including the effect of U.S. federal, state and local tax laws and foreign tax laws. For a more detailed discussion of the material U.S. federal income tax consequences of the Merger and Towers Watson pre-merger special dividend, see “Certain Tax Consequences of the Transactions—U.S. Federal Income Tax Consequences of the Merger” beginning on page 150 of this joint proxy statement/prospectus and “Certain Tax Consequences of the Transactions—U.S. Federal Income Tax Consequences of the Towers Watson Pre-Merger Special Dividend” beginning on page 153 of this joint proxy statement/prospectus respectively.

Accounting Treatment of the Merger

The combined company will account for the Merger using the acquisition method of accounting in accordance with GAAP and Financial Accounting Standards Board Accounting Standards Codification Topic 805, “Business Combinations.” The combined company will measure the assets acquired and liabilities assumed at their fair values including net tangible and identifiable intangible assets acquired and liabilities assumed as of the closing of the transaction. Any excess of the aggregate Merger Consideration over those fair values will be recorded as goodwill.

Although the business combination of Willis and Towers Watson is a “merger of equals,” generally accepted accounting principles require that one of the two companies in the merger be designated as the acquirer for accounting purposes based on the evidence available. Willis will be treated as the acquiring entity for accounting purposes. In identifying Willis as the acquiring entity, the companies took into account the structure of the transaction, relative outstanding share ownership, the composition of the governing body of the combined company and the designation of certain senior management positions of the combined company. Accordingly, the historical financial statements of Willis will become the historical financial statements of the combined company.

Definite lived intangible assets will be amortized over their estimated useful lives. Intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill will also be tested for impairment when certain indicators are present.

The aggregate Merger Consideration reflected in the unaudited pro forma condensed combined financial information is based on the assumed aggregate Merger Consideration and preliminary estimates using assumptions Willis management and Towers Watson management believe are reasonable based on currently available information. The final fair value assessment of assets and liabilities will be based in part on a detailed valuation which has not yet been completed. As such, the amounts assigned to the acquired assets and liabilities may be materially different than those reflected in the unaudited pro forma condensed combined financial information.

Listing of Willis Ordinary Shares; Delisting of Towers Watson Shares

Following the Merger, Towers Watson common stock will be delisted from the NASDAQ, deregistered under the Exchange Act, and cease to be publicly traded. The combined company’s ordinary shares will be listed on the NASDAQ, and as a result, following the Merger, Willis ordinary shares will be delisted from the NYSE.

Name Change

It is proposed that in connection with and immediately after the Merger, the combined company will change its name from “Willis Group Holdings Public Limited Company” to “Willis Towers Watson Public Limited Company.”

As described above, approval of the Willis Name Change Proposal requires the affirmative vote of at least 75% of the votes cast, either in person or by proxy, at the Willis EGM. However, approval of the Willis Name Change Proposal at the Willis EGM is not a condition to the obligation of Willis to consummate the transactions contemplated by the Merger Agreement. Accordingly, if all of the conditions to the transactions set forth in the Merger Agreement are satisfied or waived, Willis intends to complete the transactions, whether or not the Willis Name Change Proposal has been approved. In addition, the implementation of the Willis Name Change Proposal is conditioned on the consummation of the Merger.

Consolidation

It is proposed that conditioned upon and immediately after the consummation of the Merger, Willis will effect the Consolidation, whereby every 2.6490 Willis ordinary shares will be consolidated into one Willis ordinary share, $0.000304635 nominal value per share.

As described above, approval of the Willis Consolidation Proposal requires the affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM. However, approval of the Willis Consolidation Proposal at the Willis EGM is not a condition to the obligation of Willis to consummate the

transactions contemplated by the Merger Agreement. Accordingly, if all of the conditions to the transactions set forth in the Merger Agreement are satisfied or waived, Willis intends to complete the transactions, whether or not the Willis Consolidation Proposal has been approved. In addition, the implementation of the Willis Consolidation Proposal is conditioned on the consummation of the Merger.

Certain U.S. Federal Income Tax Consequences of the Consolidation

Willis intends for the Consolidation to qualify as a “recapitalization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. On the basis that the Consolidation so qualifies, Willis shareholders whose pre-Consolidation Willis ordinary shares are exchanged in the Consolidation will not recognize gain or loss for U.S. federal income tax purposes, except to the extent of cash, if any, received in lieu of a fractional Willis ordinary share (which fractional share will be treated as received and then exchanged for such cash). For a more detailed discussion of the material U.S. federal income tax consequences of the Consolidation, see “Certain Tax Consequences of the Transactions—U.S. Federal Income Tax Consequences of the Consolidation” beginning on page 158 of this joint proxy statement/prospectus.

Irish Tax Consequences of the Consolidation

As part of the Consolidation, all fractional Willis ordinary shares will be aggregated and sold in the open market and each holder of Willis ordinary shares who would otherwise have been entitled to receive a fraction of a Willis ordinary share will receive, in lieu thereof, cash. Willis shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold their Willis ordinary shares in connection with a trade carried on through an Irish branch or agency will not be within the charge to Irish tax on chargeable gains on the receipt of cash proceeds pursuant to the Consolidation. For a more detailed discussion of the material Irish tax consequences of the Consolidation, see “Certain Tax Consequences of the Transactions—Irish Tax Consequences of the Consolidation” beginning on page 158 of this joint proxy statement/prospectus.

Litigation Relating to the Transaction

Five putative class action complaints challenging the Merger were filed in the Court of Chancery for the State of Delaware, captioned New Jersey Building Laborers’ Statewide Annuity Fund v. Towers Watson & Co., et al., C.A. No. 11270-CB (filed on July 9, 2015), Stein v. Towers Watson & Co., et al., C.A. No. 11271-CB (filed on July 9, 2015), City of Atlanta Firefighters’ Pension Fund v. Ganzi, et al., C.A. No. 11275-CB (filed on July 10, 2015), Cordell v. Haley, et al., C.A. No. 11358-CB (filed on July 31, 2015) and Mills v. Towers Watson & Co., et al., C.A. No. 11423- (filed on August 24, 2015). The Stein action was voluntarily dismissed on July 28, 2015. These complaints were filed by purported stockholders of Towers Watson on behalf of a putative class comprised of all Towers Watson stockholders and name as defendants Towers Watson, the members of its board of directors, Willis and Merger Sub. (The various named defendants, to the extent they are stockholders of Towers Watson, are excluded from the putative class.) The complaints generally allege that Towers Watson’s directors breached their fiduciary duties to Towers Watson stockholders by agreeing to merge Towers Watson with Willis through an inadequate and unfair process, which led to inadequate and unfair consideration, and by agreeing to unfair deal protection devices, and that Willis and Merger Sub aided and abetted those alleged breaches. The complaints seek, among other things, to enjoin the Merger. On August 17, 2015, the court consolidated the first three filed actions (the fourth, Mills, had not yet been filed) and any other actions then pending or thereafter filed arising out of the same issues of fact under the caption In re Towers Watson & Co. Stockholders Litigation, Consolidated C.A. No. 11270-CB. Pursuant to the court’s consolidation order, the plaintiffs in the first three filed actions were to designate one of their three complaints as the operative complaint or file a consolidated amended complaint, after which the parties will negotiate a schedule for the defendants to respond. On September 9, 2015, the plaintiffs in the consolidated action filed a verified consolidated amended complaint which, among other things, added claims for alleged misstatements and omissions from this joint proxy statement/prospectus as filed initially on August 27, 2015. On September 17, 2015, they filed a motion for expedited proceedings and a motion for a preliminary injunction, which have yet to be decided by the court.

Comparison of the Rights of Holders of Willis Ordinary Shares and Towers Watson Common Stock

As a result of the transaction, the holders of Towers Watson common stock will become holders of Willis ordinary shares and their rights will be governed by Irish law (instead of Delaware law) and by the Willis Constitution (instead of the Towers Watson certificate of incorporation and the Towers Watson bylaws). The Constitution of Willis is incorporated by reference herein. Following the transaction, former Towers Watson stockholders will have different rights as Willis shareholders than they had as Towers Watson stockholders. Material differences between the rights of stockholders of Towers Watson and the rights of shareholders of Willis include differences with respect to, among other things, consolidation and division of shares, reduction of share capital, distributions, dividends, repurchases and redemptions, dividends in shares / bonus issues, the election of directors, the removal of directors, the fiduciary and statutory duties of directors, conflicts of interests of directors, the indemnification of directors and officers, limitations on director liability, the convening of annual meetings of shareholders and special shareholder meetings, notice provisions for meetings, the adjournment of shareholder meetings, the exercise of voting rights, shareholder action by written consent, shareholder suits, shareholder approval of certain transactions, rights of inspection of books and records, rights of dissenting shareholders, anti-takeover measures and provisions relating to the ability to amend the articles of association. For a summary of the material differences between the rights of Towers Watson stockholders and Willis shareholders, see “Comparison of the Rights of Holders of Willis Ordinary Shares and Towers Watson Common Stock” beginning on page 185 of this joint proxy statement/prospectus.

Comparative Per Share Market Price Information

Willis ordinary shares are listed on the NYSE under the symbol “WSH.” Towers Watson common stock is listed on the NASDAQ under the symbol “TW.” The following table shows the closing prices of Willis ordinary shares and Towers Watson common stock as reported on the NYSE and the NASDAQ, respectively, on June 29, 2015, the last trading day before the Merger Agreement was announced, and on October 7, 2015, the last practicable day before the date of this joint proxy statement/prospectus. This table also shows the equivalent value of the consideration per share of Towers Watson common stock, which was calculated by multiplying the closing price of Willis ordinary shares as of the specified date by the stock consideration exchange ratio of 2.6490 plus the Towers Watson pre-merger special dividend.


	Towers Watson Common Stock		Willis Ordinary Shares		Equivalent Value of Merger Consideration Per Towers Watson Share plus the Towers Watson pre- merger special dividend
June 29, 2015	$	137.98	$	45.40	$	125.13
October 7, 2015	$	120.36	$	42.20	$	116.66

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements in this joint proxy statement/prospectus that are not strictly historical, including statements regarding the proposed merger of equals transaction, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “should,” “estimate,” “expect,” “forecast,” “outlook,” “guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: changes in general economic, business and political conditions, including changes in the financial markets; consolidation in or conditions affecting the industries in which Willis, Towers Watson or the combined company operate; any changes in the regulatory environment in which Willis or Towers Watson operates; the ability to successfully manage ongoing organizational changes; the ability to consummate the proposed transaction; the ability to obtain requisite regulatory and shareholder or stockholder approvals, as applicable, and the satisfaction of other conditions to the consummation of the proposed transaction on the proposed terms and schedule; the restrictions on Willis’ and Towers Watson’s ability to pursue alternative transactions to the transaction and the possibility that, in specified circumstances, Willis or Towers Watson could be required to pay a termination fee to the other; the potential for legal proceedings in connection with the proposed transaction, the outcomes of which are uncertain, to delay or prevent completion of the transaction; the ability of Willis and Towers Watson to successfully integrate their respective operations and employees and realize anticipated growth, synergies and cost savings; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers and competitors; significant competition that Willis and Towers Watson face and the potential for loss of market share and/or profitability; compliance with extensive government regulation; Willis’, Towers Watson’s and the combined company’s ability to make divestitures or acquisitions and its ability to integrate or manage such acquired businesses; expectations, intentions and outcomes relating to outstanding litigation; the diversion of time and attention of both companies’ respective management teams while the transaction is pending; the direct and indirect costs incurred and that will be incurred by each of Willis and Towers Watson in connection with the proposed transaction; alternative acquisition proposals that could delay completion of the transaction or divert management’s time and attention from the transaction; the federal income tax consequences of the transaction and the enactment of additional state, federal, and/or foreign regulatory and tax laws and regulations, including changes in tax rates; Willis’ and Towers Watson’s, as well as the combined company’s, capital structure, including the indebtedness amounts of each, the limitations imposed by the covenants in the documents governing the indebtedness of each and the maintenance of the financial and disclosure controls and procedures of each; the ability of Willis, Towers Watson and the combined company to obtain financing on favorable terms or at all; adverse changes in the credit ratings of Willis, Towers Watson or the combined company; the possibility that the anticipated benefits from the Merger cannot be fully realized or may take longer to realize than expected; the ability of the combined company to retain and hire key personnel; a decline in defined benefit pension plans; various claims, government inquiries or investigations or the potential for regulatory action; failure to protect client data or breaches of information systems; reputational damage; disasters or business continuity problems; doing business internationally, including the impact of exchange rates; clients choosing to reduce or terminate the services provided by Willis, Towers Watson or the combined company; fluctuation in revenues against Willis’, Towers Watson’s or the combined company’s relatively fixed expenses; management of client engagements; technological change; the inability to protect intellectual property rights, or the potential infringement upon the intellectual property rights of others; increases in the price, or difficulty of obtaining, insurance; fluctuations in Willis’, Towers Watson’s or the combined company’s pension liabilities; loss of,

failure to maintain, or dependence on certain, relationships with insurance carriers; changes and developments in the United States healthcare system; the availability of tax-advantaged consumer-directed benefits to employers and employees; reliance on third party services; the holding company structures of Towers Watson and Willis; changes in accounting estimates and assumptions; changes in the market price of Towers Watson common stock or Willis ordinary shares; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of Willis’ and Towers Watson’s Form 10-K and other filings with the SEC.

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this document, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements,” Willis shareholders should carefully consider the following risks in deciding whether to vote for the approval of the Willis Proposals, and Towers Watson stockholders should carefully consider the following risks in deciding whether to vote for the approval of the Towers Watson Merger Proposal and the Towers Watson Compensatory Arrangements Proposal. In addition, you should read and consider the risks associated with each of the businesses of Willis and Towers Watson because these risks will relate to the combined company following the completion of the Merger. Descriptions of some of these risks can be found in the Annual Reports of Willis and Towers Watson on Form 10-K for the fiscal year ended December 31, 2014 and June 30, 2015, respectively, and any amendments thereto, for each of Willis and Towers Watson, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this document. See “Where You Can Find More Information.”

Risks Related to the Transaction

Because the market price of Willis ordinary shares will fluctuate, Towers Watson stockholders cannot be sure of the market price of the Willis ordinary shares they will receive.

As a result of the Merger, each issued and outstanding share of Towers Watson common stock, other than excluded shares and dissenting shares, will be converted into the right to receive the Merger Consideration.

The market price of Willis ordinary shares, which Towers Watson stockholders will receive in the Merger, will continue to fluctuate from the date of this joint proxy statement/prospectus through the date of the closing of the Merger. Accordingly, at the time of the Towers Watson special meeting, Towers Watson stockholders will not know or be able to determine the market price of the Willis ordinary shares they will receive upon completion of the Merger. It is possible that, at the time of the closing of the Merger, the shares of Towers Watson common stock held by Towers Watson stockholders may have a greater market value than the Willis ordinary shares for which they are exchanged. The market price of Willis ordinary shares on the date of the Towers Watson special meeting may not be indicative of the market price of Willis ordinary shares that Towers Watson stockholders will receive upon completion of the Merger. The market prices of Willis ordinary shares and Towers Watson common stock are subject to general price fluctuations in the market for publicly traded equity securities and have experienced volatility in the past. Stock price changes may result from a variety of factors, including general market and economic conditions and changes in the respective businesses, operations and prospects, and regulatory considerations of Willis and Towers Watson. Market assessments of the benefits of the Merger and the likelihood that the Merger will be completed, as well as general and industry-specific market and economic conditions, may also impact market prices of Willis ordinary shares and Towers Watson common stock. Many of these factors are beyond Willis’ and Towers Watson’s control. You should obtain current market quotations for shares of Towers Watson common stock and for Willis ordinary shares.

The market price for Willis ordinary shares following the closing may be affected by factors different from those that historically have affected Towers Watson common stock and Willis ordinary shares.

Upon completion of the Merger, holders of shares of Towers Watson common stock (other than the holders of excluded shares and dissenting shares) will become holders of Willis ordinary shares. Willis’ businesses differ from those of Towers Watson, and accordingly the results of operations of Willis will be affected by some factors that are different from those currently affecting the results of operations of Towers Watson. In addition, upon completion of the Merger, holders of Willis ordinary shares will become holders of ordinary shares in the combined company. The results of operation of the combined company may also be affected by factors different from those currently affecting Willis. For a discussion of the businesses of Willis and Towers Watson and of

important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information.”

The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed.

The Merger Agreement contains a number of conditions that must be fulfilled to complete the Merger. Those conditions include: approval of the Towers Watson Merger Proposal by Towers Watson stockholders, approval of the Willis Share Issuance Proposal by Willis shareholders, clearance under the HSR Act and other anti-competition clearances, receipt of other regulatory approvals, absence of orders prohibiting completion of the Merger, effectiveness of the registration statement of which this document is a part, approval of the Willis ordinary shares to be issued to Towers Watson stockholders for listing on the NYSE or the NASDAQ, Willis not being treated as a domestic corporation for U.S. federal income tax purposes as of or after the closing date of the Merger as a result of a change in law, the continued accuracy of the representations and warranties of both parties subject to specified materiality standards, the performance by both parties of their covenants and agreements and that no material adverse effect shall have occurred. The conditions to the closing of the Merger may not be fulfilled and, accordingly, the Merger may not be completed. In addition, if the Merger is not completed by March 31, 2016, either Willis or Towers Watson may choose not to proceed with the Merger. In addition, Willis or Towers Watson may elect to terminate the Merger Agreement in certain other circumstances, and the parties can mutually decide to terminate the Merger Agreement at any time prior to the consummation of the Merger, before or after shareholder or stockholder approval, as applicable. See “The Merger Agreement—Termination of the Merger Agreement; Termination Fees.”

The Merger Agreement contains provisions that restrict Willis’ ability to pursue alternatives to the Merger and, in specified circumstances, could require Willis to pay Towers Watson a termination fee of up to $255 million.

Under the Merger Agreement, Willis is restricted, subject to certain exceptions, from soliciting, initiating, knowingly encouraging, knowingly facilitating, discussing or negotiating, or furnishing information with regard to, any inquiry, proposal or offer for a competing acquisition proposal from any person or entity. If the Willis board of directors (after consultation with Willis’ financial advisors and legal counsel) determines that such proposal is more favorable to the Willis shareholders than the Merger and the Willis board of directors recommends such proposal to the Willis shareholders, Towers Watson may be entitled to terminate the Merger Agreement. Under such circumstances, Willis may be required to pay Towers Watson a termination fee equal to $255,000,000. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Willis from considering or proposing that acquisition, even if such third party were prepared to enter into a transaction that would be more favorable to Willis and its shareholders than the Merger. Additionally, in the event the Merger Agreement is terminated due to the failure of the Willis shareholders to approve the Willis Share Issuance Proposal at the Willis EGM or Towers Watson terminates the Merger Agreement due to a breach by Willis which would result in the conditions to the consummation of the Merger not being satisfied, Willis must reimburse Towers Watson for any and all out-of-pocket fees and expenses up to $45,000,000. See “The Merger Agreement—Termination of the Merger Agreement; Termination Fees.”

The Merger Agreement contains provisions that restrict Towers Watson’s ability to pursue alternatives to the Merger and, in specified circumstances, could require Towers Watson to pay Willis a termination fee of up to $255 million.

Under the Merger Agreement, Towers Watson is restricted, subject to certain exceptions, from soliciting, initiating, knowingly encouraging, knowingly facilitating, discussing or negotiating, or furnishing information with regard to, any inquiry, proposal or offer for a competing acquisition proposal from any person or entity. If the Towers Watson board of directors (after consultation with Towers Watson’s financial advisors and legal counsel) determines that such proposal is more favorable to the Towers Watson stockholders than the Merger and

the Towers Watson board of directors recommends such proposal to the Towers Watson stockholders, Willis may be entitled to terminate the Merger Agreement. Under such circumstances, Towers Watson may be required to pay Willis a termination fee equal to $255,000,000. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Towers Watson from considering or proposing that acquisition, even if such third party were prepared to enter into a transaction that would be more favorable to Towers Watson and its stockholders than the Merger. Additionally, in the event the Merger Agreement is terminated due to the failure of the Towers Watson stockholders to approve the Towers Watson Merger Proposal at the Towers Watson special meeting or Willis terminates the Merger Agreement due to a breach by Towers Watson which would result in the conditions to the consummation of the Merger not being satisfied, Towers Watson must reimburse Willis for any and all out-of-pocket fees and expenses up to $45,000,000. See “The Merger Agreement—Termination of the Merger Agreement; Termination Fees.”

While the Merger is pending Willis and Towers Watson will be subject to business uncertainties that could adversely affect their businesses and operations. These uncertainties could also adversely affect the combined company following the Merger.

Uncertainties about the effect of the Merger on employees, customers, suppliers, business partners and other persons with whom Willis or Towers Watson has a business relationship may have an adverse effect on Willis or Towers Watson prior to the Merger and on the combined company following the Merger. In connection with the pendency of the Merger, as well as during times of significant change and uncertainty such as the period following the Merger, customers, suppliers, business partners and other persons with whom Willis or Towers Watson has a business relationship may delay or defer business decisions, decide to terminate, modify or renegotiate their relationships with Willis or Towers Watson, or take other actions as a result of the Merger that could negatively affect the combined company’s and/or Willis’ or Towers Watson’s respective revenues, earnings and cash flows, as well as the market price of their respective securities. The ability of the combined company, Willis or Towers Watson to raise additional capital through the debt markets, and the associated borrowing costs, may also be negatively impacted. Any such effects could limit the combined company’s ability to achieve the anticipated benefits of the Merger.

These uncertainties about the effect of the Merger may also impair Willis’ and Towers Watson’s ability to attract, retain and motivate key personnel until the Merger is consummated and for a period of time thereafter. Employee retention may be challenging during the pendency of the Merger, as certain employees may experience uncertainty about their future roles. If key employees depart, the business of Willis or Towers Watson, as applicable, prior to the Merger, and the business of the combined company following the Merger, could be materially harmed. If key employees join a competitor or form a new competitor, existing and potential clients could choose to use the services of that competitor instead of the services of Willis, Towers Watson or the combined company, as applicable.

In addition, the Merger Agreement restricts Willis and Towers Watson from taking specified actions until the Merger occurs without the consent of the other party. These restrictions may prevent Willis or Towers Watson from pursuing attractive business opportunities that may arise prior to the completion of the Merger. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement. See “The Merger Agreement—Covenants and Agreements.”

Willis and Towers Watson directors and officers may have interests in the Merger different from the interests of Towers Watson stockholders and Willis shareholders.

Certain of the directors and executive officers of Willis and Towers Watson negotiated the terms of the Merger Agreement, and the Willis board of directors and the Towers Watson board of directors, respectively, recommended that the shareholders of Willis and stockholders of Towers Watson vote in favor of the merger-related proposals. These directors and executive officers may have interests in the Merger that are different from, or in addition to, those of Willis shareholders and Towers Watson stockholders. These interests include, but are

not limited to, the continued employment of certain executive officers of Willis and Towers Watson by the combined company, the continued service of certain directors of Willis and Towers Watson as directors of the combined company, the treatment in the Merger of stock options, restricted stock units, bonus awards, severance arrangements and other rights held by Willis and Towers Watson directors and executive officers, and the indemnification of former Towers Watson directors and officers by Willis. Towers Watson stockholders and Willis shareholders should be aware of these interests when they consider their respective board of directors’ unanimous recommendation that they vote in favor of the merger-related proposals.

The Willis board of directors was aware of these interests when it declared the advisability of the Merger Agreement, determined that it was in the best interests of Willis and its shareholders to approve the transactions contemplated by the Merger Agreement and recommended that the Willis shareholders approve and adopt the Merger Agreement. The interests of Willis directors and executive officers are described in more detail in the section of this document entitled “The Merger—Interests of Willis’ Directors and Executive Officers in the Transaction.”

The Towers Watson board of directors was aware of these interests when it declared the advisability of the Merger Agreement, determined that it was in the best interests of Towers Watson and its stockholders and recommended that the Towers Watson stockholders approve and adopt the Merger Agreement. The interests of Towers Watson directors and executive officers are described in more detail in the section of this document entitled “The Merger—Interests of Towers Watson’s Directors and Executive Officers in the Transaction.”

Willis shareholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

Willis shareholders currently have the right to vote in the election of the board of directors of Willis and on other matters affecting Willis. Upon the completion of the Merger, each Willis shareholder will have a smaller percentage ownership of Willis than such shareholder had immediately prior to the completion of the Merger. It is currently expected that current shareholders of Willis as a group will hold shares of Willis immediately after the Merger constituting approximately 50.1% of the Willis ordinary shares on a fully diluted basis. Because of this, Willis shareholders will have less influence on the management and policies of Willis than they now have.

Towers Watson stockholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

Towers Watson stockholders currently have the right to vote in the election of the board of directors of Towers Watson and on other matters affecting Towers Watson. Upon the completion of the Merger, each Towers Watson stockholder who receives Willis ordinary shares will become a shareholder of Willis with a percentage ownership of Willis that is smaller than such shareholder’s percentage ownership of Towers Watson. It is currently expected that the former stockholders of Towers Watson as a group will receive shares in the Merger constituting approximately 49.9% of the Willis ordinary shares on a fully diluted basis immediately after the Merger. Because of this, Towers Watson stockholders will have less influence on the management and policies of Willis than they now have on the management and policies of Towers Watson.

Willis ordinary shares to be received by Towers Watson stockholders as a result of the Merger will have rights different from the shares of Towers Watson common stock.

Upon completion of the Merger, the rights of former Towers Watson stockholders who become Willis shareholders will be governed by the Constitution of Willis and by Irish law. The rights associated with shares of Towers Watson common stock are different from the rights associated with Willis ordinary shares. Material differences between the rights of stockholders of Towers Watson and the rights of shareholders of Willis include differences with respect to, among other things, consolidation and division of shares, reduction of share capital, distributions, dividends, repurchases and redemptions, dividends in shares / bonus issues, the election of

directors, the removal of directors, the fiduciary and statutory duties of directors, conflicts of interests of directors, the indemnification of directors and officers, limitations on director liability, the convening of annual meetings of shareholders or stockholders (as applicable), and special shareholder or stockholder meetings (as applicable), notice provisions for meetings, the adjournment of shareholder or stockholder meetings (as applicable), the exercise of voting rights, shareholder or stockholder action by written consent (as applicable), shareholder or stockholder suits (as applicable), shareholder or stockholder approval of certain transactions (as applicable), rights of inspection of books and records, rights of dissenting shareholders or stockholders (as applicable), anti-takeover measures and provisions relating to the ability to amend the governing documents. See “Comparison of the Rights of Holders of Willis Ordinary Shares and Towers Watson Common Stock” for a discussion of the different rights associated with Willis ordinary shares and Towers Watson common stock and “—Risks Related to Willis’ Jurisdiction of Incorporation—The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of Willis’ securities” for a discussion of the enforceability of court judgments obtained in the United States against Willis in Ireland.

Legal proceedings in connection with the Merger, the outcomes of which are uncertain, could delay or prevent the completion of the Merger.

Since the announcement of the Merger Agreement on June 30, 2015, several putative class actions have been filed in the Court of the Chancery for the State of Delaware, against Towers Watson, the members of its board of directors, Willis and Merger Sub challenging the proposed Merger. The actions allege that the Towers Watson board of directors breached their fiduciary duties to the Towers Watson stockholders in connection with the Merger and that Willis and Merger Sub aided and abetted the directors’ breaches of fiduciary duties. Plaintiffs claim that the Merger involves an unfair price, an inadequate sales process, self-dealing and unreasonable deal protection devices. Among other remedies, the plaintiffs seek to enjoin the Merger. Such legal proceedings could delay or prevent the Merger from becoming effective within the agreed upon timeframe. See “Litigation Relating to the Transaction.”

Failure to complete the Merger could negatively impact Willis and Towers Watson and their future operations.

If the Merger is not completed for any reason, Willis and Towers Watson may be subjected to a number of material risks. The price of Willis ordinary shares and of Towers Watson common stock may decline to the extent that their current market prices reflect a market assumption that the Merger will be completed. In addition, some costs related to the Merger must be paid by Willis and Towers Watson whether or not the Merger is completed. Furthermore, Willis and Towers Watson may experience negative reactions from their respective stockholders, customers and employees.

Willis ordinary shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax (referred to as “CAT”) (currently levied at a rate of 33% above certain tax-free thresholds) could apply to a gift or inheritance of Willis ordinary shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Willis ordinary shares will be regarded as property situated in Ireland for Irish CAT purposes. The person who receives the gift or inheritance has primary liability for CAT. See “Certain Tax Consequences of the Transactions—Capital Acquisitions Tax (CAT).”

Financial projections regarding Willis and Towers Watson may not prove accurate.

In connection with the Merger, Willis and Towers Watson prepared and considered internal financial forecasts for Willis and Towers Watson. These financial projections include assumptions regarding future operating cash flows, expenditures, and income of Willis and Towers Watson. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry, and

other uncertainties and may not be achieved in full, at all, or within projected timeframes. The failure of Towers Watson’s or Willis’ businesses to achieve projected results could have a material adverse effect on the price of Willis ordinary shares, Willis’ financial position, and Willis’ ability to maintain or increase its dividends following the Merger.

Risks Related to the Business of the Combined Company

Willis and Towers Watson may fail to realize all of the anticipated benefits of the Merger or those benefits may take longer to realize than expected. The combined company may also encounter significant difficulties in integrating the two businesses.

The ability of Willis and Towers Watson to realize the anticipated benefits of the transaction will depend, to a large extent, on the combined company’s ability to integrate the two businesses. The combination of two independent businesses is a complex, costly and time-consuming process. As a result, Willis and Towers Watson will be required to devote significant management attention and resources to integrating their business practices and operations. The integration process may disrupt the businesses and, if implemented ineffectively, would restrict the realization of the full-expected benefits. The failure to meet the challenges involved in integrating the two businesses and to realize the anticipated benefits of the transaction could cause an interruption of or a loss of momentum in, the activities of the combined company and could adversely affect the results of operations of the combined company.

In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships, and diversion of management’s attention. The difficulties of combining the operations of the companies include, among others:

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the diversion of management’s attention to integration matters;

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difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;

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difficulties in the integration of operations and systems;

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conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;

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difficulties in the assimilation of employees;

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difficulties in managing the expanded operations of a significantly larger and more complex company;

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difficulties in establishing effective uniform controls, systems, procedures and policies for the combined company;

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challenges in keeping existing customers and obtaining new customers;

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challenges in attracting and retaining key personnel; and

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coordinating a geographically dispersed organization.

Many of these factors will be outside of the control of Willis or Towers Watson and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact the business, financial condition and results of operations of the combined company. In addition, even if the operations of the businesses of Willis and Towers Watson are integrated successfully, the full benefits of the transaction may not be realized, including the synergies, cost savings or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in the integration of the businesses of Willis and Towers Watson. All of these factors could cause dilution to the earnings per share of the combined company, decrease or delay the expected accretive effect of the transaction and negatively impact the price of the combined company’s ordinary shares. As a result, we cannot assure you that the combination of Willis and Towers Watson will result in the realization of the full benefits anticipated from the transaction.

Willis and Towers Watson have incurred and will incur direct and indirect costs as a result of the Merger.

Willis and Towers Watson have incurred and will incur substantial expenses in connection with completing the Merger, and they also expect to incur substantial expenses in connection with coordinating the businesses, operations, policies and procedures of Willis and Towers Watson over a period of time following the completion of the Merger. A portion of the transaction costs related to the Merger will be incurred regardless of whether the Merger is completed. While Willis and Towers Watson have assumed that a certain level of transaction and coordination expenses will be incurred, there are a number of factors beyond Willis’ and Towers Watson’s control that could affect the total amount or the timing of these transaction and coordination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses may exceed the costs historically borne by Willis and Towers Watson. These costs could adversely affect the financial condition and results of operation of Willis and Towers Watson prior to the Merger and of the combined company following the Merger.

The combined company’s actual financial positions and results of operations may differ materially from the unaudited pro forma financial data included in this joint proxy statement/prospectus.

The pro forma financial information contained in this joint proxy statement/prospectus is presented for illustrative purposes only and may not be an indication of what the combined company’s financial position or results of operations would have been had the transaction been completed on the dates indicated. The pro forma financial information has been derived from the audited and unaudited historical financial statements of Willis and Towers Watson and certain adjustments and assumptions have been made regarding the combined company after giving effect to the transaction. The assets and liabilities of Towers Watson have been measured at fair value based on various preliminary estimates using assumptions that Willis management and Towers Watson management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have a material impact on the pro forma financial information and the combined company’s financial position and future results of operations. In addition, the selected pro forma data has not been adjusted to give effect to certain expected financial benefits of the Merger, such as revenue synergies, tax savings and cost synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the closing. Any material variance from the pro forma financial information may cause significant variations in the share price of the combined company. See “Unaudited Pro Forma Combined Financial Information.”

The Merger may not be accretive and may cause dilution to Willis’ earnings per share, which may negatively affect the market price of Willis ordinary shares.

As described and based on the assumptions in the section of this joint proxy statement/prospectus entitled “The Merger—Consideration to Towers Watson Stockholders,” Willis expects to issue or reserve for issuance approximately 184,494,306 million Willis ordinary shares in connection with completion of the Merger. The issuance of these new Willis ordinary shares could have the effect of depressing the market price of Willis ordinary shares.

In addition, Willis could also encounter additional transaction-related costs or other factors such as the failure to realize all of the benefits anticipated in the Merger. All of these factors could cause dilution to Willis’ earnings per share or decrease or delay the expected accretive effect of the Merger and cause a decrease in the market price of Willis ordinary shares.

Adjusted diluted earnings represents net income, prepared in accordance with GAAP, excluding the after-tax effects related to separation costs; restructuring and related charges, net; amortization; discontinued operations; and other items identified by Willis; divided by diluted weighted-average shares.

Willis’ status as a foreign corporation for U.S. federal tax purposes could be affected by a change in law and the Merger is conditioned upon such status not changing as a result of such a change in law.

Willis believes that, under current law, it is treated as a foreign corporation for U.S. federal tax purposes. However, changes to the inversion rules in Code Section 7874 or the Treasury Regulations promulgated thereunder or other IRS guidance could adversely affect Willis’ status as a foreign corporation for U.S. federal tax purposes, and any such changes could have prospective or retroactive application to Willis, Towers Watson, their respective shareholders and affiliates, and/or the Merger. In addition, recent legislative proposals have aimed to expand the scope of U.S. corporate tax residence, and such legislation, if passed, could have an adverse effect on Willis. For example, in February 2015, the President of the United States proposed legislation which would amend the anti-inversion rules to apply to a broader range of transactions. Although its application is limited to transactions closing after 2015, no assurance can be given that such proposal would not be changed in the legislative process and be enacted to apply to prior transactions. In addition, certain members of Congress have introduced similar legislation that would apply retroactively to transactions, including the Merger, closing in May 2014 or later. If such legislation were enacted, it could cause Willis to be treated as a domestic corporation for U.S. federal income tax purposes as of or after the Merger. Furthermore, in September 2014, the U.S. Treasury Department and the IRS issued additional guidance stating that they intend to issue additional regulations under Section 7874. The application of such regulations to the Merger is not clear and no assurance can be given that such regulations would not cause Willis to be treated as a domestic corporation for U.S. federal income tax purposes as of or after the Merger. It is a condition to each party’s obligation to complete the Merger that Willis not be treated a domestic corporation for U.S. federal income tax purposes as of or after the closing date of the Merger as a result of a change in law prior to the closing date of the Merger. However, even if this condition is satisfied at the time the Merger is completed, it is possible that legislation enacted after the Merger could apply retroactively to cause Willis to be treated as a domestic corporation for U.S. federal income tax purposes as of or after the Merger.

Future changes to U.S. and foreign tax laws could adversely affect Willis.

The U.S. Congress, the Organisation for Economic Co-operation and Development and other government agencies in jurisdictions where Willis and its affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. The Organisation for Economic Co-operation and Development is addressing fifteen specific actions as part of a comprehensive plan to create an agreed set of international rules for fighting base erosion and profit shifting, with finalized reports on these actions to be included in a coherent package to be delivered to the G20 finance ministers in October 2015. As a result, the tax laws in the United States, Ireland, and other countries in which Willis and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect Willis and its affiliates (including Towers Watson and its affiliates after the Merger).

Transfers of Willis ordinary shares, other than by means of the transfer of book-entry interests in the Depository Trust Company (referred to as “DTC”), may be subject to Irish stamp duty.

It is expected that for the majority of transfers of Willis ordinary shares, there will not be any stamp duty. Transfers of Willis ordinary shares effected by means of the transfer of book entry interests in DTC are not subject to Irish stamp duty. However, if you hold your Willis ordinary shares directly rather than beneficially through DTC, any transfer of your Willis ordinary shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). A shareholder who directly

holds shares may transfer those shares into his or her own broker account to be held through DTC (or vice versa) without giving rise to Irish stamp duty provided that there is no change in the beneficial ownership of the shares as a result of the transfer and the transfer is not in contemplation of a sale of the shares by a beneficial owner to a third party. Willis intends (but has no obligation) to pay stamp duty in certain circumstances.

Due to the potential Irish stamp charge on transfers of Willis ordinary shares held outside of DTC, those Towers Watson stockholders who do not hold their Towers Watson common stock through DTC (or through a broker who in turn holds such shares through DTC) should consider arranging for the transfer of their Towers Watson common stock into DTC before the Merger is consummated.

Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of your Willis ordinary shares. See “Certain Tax Consequences of the Transactions—Irish Tax Considerations—Stamp Duty.”

In certain limited circumstances, dividends paid by Willis may be subject to Irish dividend withholding tax.

In certain limited circumstances, Irish dividend withholding tax (referred to as “DWT”) (currently at a rate of 20%) may arise in respect of dividends, if any, paid on Willis ordinary shares. A number of exemptions from DWT exist, including exemptions pursuant to which shareholders resident in the U.S. and shareholders resident in the countries listed in Annex E attached to this joint proxy statement/prospectus (referred to as the “Relevant Territories”) may be entitled to exemptions from DWT.

See “Certain Tax Consequences of the Transactions—Irish Tax Considerations—Withholding Tax on Dividends (DWT)” and, in particular, please note the requirement to complete certain relevant Irish Revenue Commissioners DWT forms (referred to as “DWT Forms”) in order to qualify for many of the exemptions.

Dividends paid in respect of Willis ordinary shares that are owned by a U.S. resident and held through DTC will not be subject to DWT provided that the address of the beneficial owner of such shares in the records of the broker holding such shares is recorded as being in the U.S. (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by Willis). Similarly, dividends paid in respect of Willis ordinary shares that are held outside of DTC and are owned by a former Towers Watson stockholder who is a resident of the U.S. will not be subject to DWT if such shareholder satisfies the conditions of one of the exemptions including the requirement to furnish a completed IRS issued Form 6166 or a valid DWT Form to Willis’ transfer agent to confirm its U.S. residence and claim an exemption. Shareholders resident in other Relevant Territories may also be eligible for exemption from DWT on dividends paid in respect of their shares provided that they satisfy the conditions of one of the exemptions including the requirement to furnish valid DWT Forms to their brokers (in respect of shares held through DTC) (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by Willis) or to Willis’ transfer agent (in respect of shares held outside of DTC). However, other shareholders may be subject to DWT, which if you are such a shareholder could adversely affect the price of your shares. See “Certain Tax Consequences of the Transactions—Irish Tax Considerations—Withholding Tax on Dividends (DWT)” for more information on DWT.

Risks Related to Willis’ Jurisdiction of Incorporation

Legislative action in the U.S. could materially adversely affect Willis.

Legislative action may be taken by the U.S. Congress which, if ultimately enacted, could limit the availability of tax benefits or deductions that Willis currently claims, override tax treaties upon which Willis relies, or otherwise affect the taxes that the United States imposes on Willis’ worldwide operations. Such changes could materially adversely affect Willis’ effective tax rate and/or require Willis to take further action, at potentially significant expense, to seek to preserve Willis’ effective tax rate. In addition, if proposals were enacted that had the effect of limiting Willis’ ability as an Irish company to take advantage of tax treaties with the United States, Willis could incur additional tax expense and/or otherwise incur business detriment.

Willis may not be able to maintain a competitive worldwide effective corporate tax rate.

Willis cannot give any assurance as to what its effective tax rate will be in the future, because of, among other things, uncertainty regarding the tax policies of the jurisdictions where Willis operates. Willis’ actual effective tax rate may vary from Willis’ expectation and that variance may be material. Additionally, the tax laws of Ireland and other jurisdictions could change in the future, and such changes could cause a material change in Willis’ effective tax rate.

The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of Willis’ securities.

It may not be possible to enforce court judgments obtained in the United States against Willis in Ireland, based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against Willis or Willis’ directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against Willis or those persons based on those laws. Willis has been advised that the United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

A judgment obtained against Willis will be enforced by the courts of Ireland if the following general requirements are met: (i) U.S. courts must have had jurisdiction in relation to the particular defendant according to Irish conflict of law rules (the submission to jurisdiction by the defendant would satisfy this rule) and (ii) the judgment must be final and conclusive and the decree must be final and unalterable in the court which pronounces it. A judgment can be final and conclusive even if it is subject to appeal or even if an appeal is pending. Where however the effect of lodging an appeal under the applicable law is to stay execution of the judgment, it is possible that in the meantime the judgment may not be actionable in Ireland. It remains to be determined whether final judgment given in default of appearance is final and conclusive. However, Irish courts may refuse to enforce a judgment of the U.S. courts which meets the above requirements for one of the following reasons: (i) if the judgment is not for a definite sum of money; (ii) if the judgment was obtained by fraud; (iii) the enforcement of the judgment in Ireland would be contrary to natural or constitutional justice; (iv) the judgment is contrary to Irish public policy or involves certain U.S. laws which will not be enforced in Ireland; or (v) jurisdiction cannot be obtained by the Irish courts over the judgment debtors in the enforcement proceedings by personal service Ireland or outside Ireland under Order 11 of the Ireland Superior Courts Rules.

As an Irish company, Willis is governed by the Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of Willis securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

SELECTED HISTORICAL FINANCIAL DATA OF WILLIS

The selected historical consolidated financial data as of December 31, 2014 and 2013, and for each of the three years ended December 31, 2014, have been derived from Willis’ audited consolidated financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2014, as amended by Item 8 contained in Willis’ Current Report on Form 8-K, filed on August 21, 2015, both incorporated by reference into this joint proxy statement/prospectus. The selected historical financial data of Willis as of December 31, 2012, 2011 and 2010, and for the two years ended December 31, 2011 and 2010 have been derived from Willis’ audited consolidated financial statements for such years, which have not been incorporated by reference into this joint proxy/prospectus. The selected historical financial data of Willis as of and for the six months ended June 30, 2015 and June 30, 2014 are derived from Willis’ unaudited condensed consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, which is incorporated by reference in this joint proxy statement/prospectus. The unaudited financial data presented have been prepared on a basis consistent with Willis’ audited consolidated financial statements. In the opinion of Willis’ management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Willis or the combined company, and you should read the following information together with Willis’ audited consolidated financial statements, the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Willis’ Annual Report on Form 10-K for the year ended December 31, 2014, as amended by Item 7 contained in Willis’ Current Report on Form 8-K filed on August 21, 2015, which are incorporated by reference in this joint proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 226 of this joint proxy statement/prospectus.


	Six Months Ended, June 30,				Year Ended December 31,
	Six Months Ended, June 30,				Year Ended December 31,
	2015		2014		2014		2013		2012			2011		2010
	(Millions, except per share data)
Income Statement Data
Total revenues	$	2,009	$	2,032	$	3,802	$	3,655	$	3,480		$	3,447	$	3,332
Goodwill impairment charge		—		—		—		—		(492	)		—		—
Operating income (loss)		398		474		647		663		(225	)		571		789
Income (loss) from continuing operations before income taxes and interest in earnings of associates		347		404		518		499		(337	)		239		587
Net income (loss) from continuing operations		286		298		373		377		(433	)		219		470
Discontinued operations, net of tax		—		—		—		—		—			1		—
Net income (loss) attributable to Willis Group Holdings	$	280	$	293	$	362	$	365	$	(446	)	$	204	$	455

Earnings per share on continuing operations—basic	$	1.56	$	1.64	$	2.03	$	2.07	$	(2.58	)	$	1.17	$	2.68
Earnings per share on continuing operations—diluted	$	1.54	$	1.61	$	2.00	$	2.04	$	(2.58	)	$	1.15	$	2.66

Average number of shares outstanding
—basic		179		179		178		176		173			173		170
—diluted		182		182		181		179		173			176		171

Balance Sheet Data (as of period end)
Cash and cash equivalents	$	483	$	708	$	635	$	796	$	500		$	436		316
Goodwill		3,097		2,870		2,937		2,838		2,827			3,295		3,294
Other intangible assets, net		675		360		450		353		385			420		492
Total assets⁽ⁱ⁾		18,319		16,551		15,435		14,800		15,112			15,728		15,850
Long-term debt		2,052		2,302		2,142		2,311		2,338			2,354		2,157
Total Liabilities⁽ⁱ⁾		15,778		14,089		13,369		12,557		13,387			13,211		13,242
Total Willis Group Holdings stockholders’ equity		2,393		2,444		1,985		2,215		1,699			2,486		2,577
Other Financial Data
Cash dividends declared per common share	$	0.62	$	0.60	$	1.20	$	1.12	$	1.08		$	1.04	$	1.04

⁽ⁱ⁾

Willis collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurers; Willis also collects claims or refunds from insurers which it then remits to insureds. Uncollected premiums from insureds and uncollected claims or refunds (referred to as “fiduciary receivables”) are recorded as fiduciary assets on Willis’ consolidated balance sheet. Unremitted insurance premiums, claims or refunds (referred to as “fiduciary funds”) are also recorded within fiduciary assets. Fiduciary liabilities represent the obligations to remit fiduciary funds and fiduciary receivables to insurers and insureds.

SELECTED HISTORICAL FINANCIAL DATA OF TOWERS WATSON

The selected historical consolidated financial data as of June 30, 2015 and 2014, and for each of the three years ended June 30, 2015, have been derived from Towers Watson’s audited consolidated financial statements contained in its Annual Report on Form 10-K for the year ended June 30, 2015 incorporated by reference into this joint proxy statement/prospectus. The selected historical financial data of Towers Watson as of June 30, 2013, 2012 and 2011, and for the years ended June 30, 2012 and 2011 have been derived from Towers Watson’s audited consolidated financial statements for such years, which have not been incorporated by reference into this joint proxy/prospectus.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Towers Watson or the combined company, and you should read the following information together with Towers Watson’s audited consolidated financial statements, the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Towers Watson’s Annual Report on Form 10-K for the year ended June 30, 2015, which is incorporated by reference in this joint proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 226 of this joint proxy statement/prospectus.


	Year Ended June 30,
	2015		2014		2013		2012		2011
	(Millions, except per share data)
Income Statement Data
Total revenues	$	3,645	$	3,482	$	3,433	$	3,258	$	3,109
Operating income		589		495		432		364		288
Income from continuing operations before income taxes		586		499		429		370		301
Income from continuing operations		386		360		292		238		180
Discontinued operations, net of tax		—		6		24		23		17
Net income attributable to Towers Watson	$	385	$	359	$	319	$	260	$	194

Earnings per share on net income—basic	$	5.52	$	5.09	$	4.48	$	3.60	$	2.62
Earnings per share on net income—diluted	$	5.50	$	5.06	$	4.46	$	3.59	$	2.62

Average number of shares outstanding
—basic		70		71		71		72		74
—diluted		70		71		72		73		74

Balance Sheet Data (as of period end)
Cash and cash equivalents	$	715	$	728	$	533	$	478	$	529
Goodwill		2,278		2,313		2,219		2,252		1,943
Other intangible assets, net		654		657		688		769		695
Total assets		5,394		5,628		5,332		5,357		5,099
Revolving credit facility, term loans and notes		240		225		250		458		99
Total liabilities		2,447		2,517		2,587		2,900		2,496
Total Towers Watson stockholders’ equity	$	2,932	$	3,097	$	2,724	$	2,433	$	2,592
Other Financial Data
Dividends declared per share	$	0.60	$	0.42	$	0.46	$	0.40	$	0.30

SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

The following selected unaudited pro forma combined financial data (referred to as the “selected pro forma data”) gives effect to the Merger, for purposes of the unaudited pro forma condensed combined balance sheet data as of June 30, 2015 as if it had occurred on June 30, 2015 and for purposes of the unaudited pro forma combined statement of operations data for the fiscal year ended December 31, 2014 and the six months ended June 30, 2015 as if it had occurred on January 1, 2014.

The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the combined company included elsewhere in this joint proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. In addition, the unaudited pro forma condensed combined financial information was based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of each of Willis and Towers Watson for the applicable periods, which have been incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” and “Unaudited Pro Forma Combined Financial Information,” of this joint proxy statement/prospectus for additional information, beginning on pages 226 and 165, respectively. The selected pro forma data have been presented for illustrative purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Merger been completed as of the dates indicated. In addition, the selected pro forma data do not purport to project the future financial position or operating results of the combined company. Also, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the preliminary fair values of assets acquired and liabilities assumed reflected in the selected pro forma data are subject to adjustment and may vary materially from the fair values that will be recorded upon completion of the Merger.


	Six months ended June 30, 2015		Year ended December 31, 2014
	(Millions, except per share data)
Income Statement Data
Total revenues	$	3,819	$	7,301
Operating income		628		920
Income before income taxes and interest in earnings of associates		574		784
Net income attributable to Willis Group Holdings	$	432	$	554

Earnings per share—basic	$	3.15	$	4.07
Earnings per share—diluted	$	3.13	$	4.04

Cash dividends declared per common share⁽ⁱ⁾	$	0.62	$	1.20


	As at June 30, 2015
	(Millions)
Balance Sheet Data (as of period end)
Total assets	$	29,490
Total long-term debt (including current portion)		2,857
Total Willis Group Holdings stockholders’ equity	$	10,653

⁽ⁱ⁾

The Willis combined pro forma cash dividends per share are the same as Willis’ historical cash dividends per share. Under Willis’ current dividend policy, the board of directors considers matters such as financial results, capital requirements, general business conditions and any other such matters that it believes to be a relevant factor in determining the amount of any dividend to be declared.

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL DATA

The following tables set forth certain historical, pro forma and pro forma equivalent per share financial information for Willis ordinary shares and Towers Watson common stock. The unaudited pro forma and pro forma equivalent per share financial information gives effect to the pending Merger as if the transaction had occurred on June 30, 2015 for book value per share data and as of January 1, 2014 for net income per share data.

The pro forma per share income statement information for the year ended December 31, 2014 combines: (i) the historical consolidated statement of income of Willis for the fiscal year ended December 31, 2014, and (ii) the historical consolidated statement of income of Towers Watson for the twelve months ended December 31, 2014, which was derived by adding the consolidated statement of income for the fiscal year ended June 30, 2014 to the consolidated condensed statement of income for the three months ended September 30, 2014 and the consolidated condensed statement of income for the three months ended December 31, 2014 and deducting both the consolidated condensed statement of income for the three months ended September 30, 2013 and the consolidated condensed statement of income for the three months ended December 31, 2013.

The pro forma per share income statement information for the six months ended June 30, 2015 combines: (i) the historical condensed consolidated statement of income of Willis for the six months ended June 30, 2015 and (ii) the historical condensed consolidated statement of income of Towers Watson for the six months ended June 30, 2015, which was derived by subtracting the condensed consolidated statement of income for the three months ended December 31, 2014 and the three months ended September 30, 2014 from the consolidated statement of income for the fiscal year ended June 30, 2015.

The Towers Watson pro forma equivalent data per ordinary share financial information is calculated by multiplying the combined unaudited pro forma data per ordinary share amounts by the Exchange Ratio.

The following information should be read in conjunction with the audited financial statements of Willis which are incorporated by reference in this joint proxy statement/prospectus, the audited financial statements of Towers Watson, which are incorporated by reference in this joint proxy statement/prospectus, and the financial information contained in the “Unaudited Pro Forma Condensed Combined Statement of Income” and “Selected Historical Financial Data of Willis” sections of this joint proxy statement/prospectus, beginning on pages 167 and 44, respectively. The unaudited pro forma information below is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Merger had been completed as of the date indicated, nor is it necessarily indicative of the future operating results or financial position of the combined company. In addition, the unaudited pro forma information does not purport to project balance sheet data or results of operations data as of any future date or for any future period.


	Six Months Ended June 30, 2015		Year Ended December 31, 2014
Willis Historical Per Share Data
Earnings per share—basic	$	1.56	$	2.03
Earnings per share—diluted	$	1.54	$	2.00
Cash dividends declared per common share	$	0.62	$	1.20
Book value per share (as of period end)	$	13.32	$	11.11


	Fiscal Year ended June 30, 2015
Towers Watson Historical Per Share Data
Earnings per share—basic	$	5.52
Earnings per share—assuming dilution	$	5.50
Cash dividends declared per common share	$	0.60
Book value per share (as of period end)	$	42.32


	Six Months Ended June 30, 2015		Year Ended December 31, 2014
Unaudited Pro Forma Combined Per Share Data
Earnings per share—basic	$	3.15	$	4.07
Earnings per share—diluted	$	3.13	$	4.04
Cash dividends declared per common share⁽ⁱ⁾	$	0.62	$	1.20
Book value per share (as of period end)	$	77.70		n/a


	Six Months Ended June 30, 2015		Year Ended December 31, 2014
Unaudited Pro Forma Equivalent Per Share Data for Towers Watson⁽ⁱⁱ⁾
Earnings per share—basic	$	2.16	$	2.78
Earnings per share—diluted	$	2.16	$	2.78
Cash dividends declared per common share⁽ⁱ⁾	$	0.62	$	1.20
Book value per share (as of period end)⁽ⁱⁱⁱ⁾	$	119.22		n/a

⁽ⁱ⁾

The pro forma cash dividends per share are the same as Willis’ historical cash dividends per share. Under Willis’ current dividend policy, the board of directors considers matters such as financial results, capital requirements, general business conditions and any other such matters that it believes to be a relevant factor in determining whether or not to declare a dividend.

⁽ⁱⁱ⁾	The unaudited pro forma equivalent per share data for Towers Watson are calculated by multiplying the preliminary unaudited pro forma combined per share data by the Exchange Ratio and then dividing by the reverse stock split ratio.

⁽ⁱⁱⁱ⁾

On the second business day immediately prior to the closing date, Towers Watson intends to declare and pay the Towers Watson pre-merger special dividend, in an amount of $4.87 per share of Towers Watson common stock, approximately $337 million in the aggregate based on approximately 69 million Towers Watson shares issued and outstanding at June 29, 2015.

COMPARATIVE PER SHARE MARKET PRICE INFORMATION

The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share, as well as the dividend paid per share, of Willis ordinary shares, which trade on the NYSE under the symbol “WSH,” and Towers Watson common stock, which trades on the NASDAQ under the symbol “TW.”


	Willis Ordinary Shares						Towers Watson Common Stock
	High		Low		Dividend		High		Low		Dividend
2012
Quarter ended March 31, 2012	$	39.85	$	33.81	$	0.27	$	68.18	$	57.02	$	0.10
Quarter ended June 30, 2012	$	37.38	$	34.24	$	0.27	$	67.00	$	56.62	$	0.10
Quarter ended September 30, 2012	$	37.94	$	34.11	$	0.27	$	61.31	$	50.57	$	0.115
Quarter ended December 31, 2012	$	37.62	$	31.98	$	0.27	$	58.96	$	49.74	$	0.46

2013
Quarter ended March 31, 2013	$	39.50	$	33.89	$	0.28	$	69.49	$	56.41	$	0.00
Quarter ended June 30, 2013	$	43.02	$	37.86	$	0.28	$	82.87	$	67.95	$	0.00
Quarter ended September 30, 2013	$	45.45	$	40.10	$	0.28	$	108.34	$	72.95	$	0.00
Quarter ended December 31, 2013	$	47.22	$	42.15	$	0.28	$	128.81	$	106.84	$	0.14

2014
Quarter ended March 31, 2014	$	45.38	$	40.72	$	0.30	$	131.73	$	98.50	$	0.14
Quarter ended June 30, 2014	$	44.49	$	40.47	$	0.30	$	118.00	$	100.72	$	0.14
Quarter ended September 30, 2014	$	44.59	$	39.81	$	0.30	$	110.92	$	98.92	$	0.15
Quarter ended December 31, 2014	$	45.66	$	39.11	$	0.30	$	118.84	$	98.10	$	0.15

2015
Quarter ended March 31, 2015	$	49.61	$	42.81	$	0.31	$	135.50	$	110.16	$	0.15
Quarter ended June 30, 2015 (through June 29, 2015)	$	49.96	$	45.28	$	0.31	$	141.88	$	126.27	$	0.15

On June 29, 2015, the last trading day before the public announcement of the signing of the Merger Agreement, the closing sale price per Willis ordinary share on the NYSE was $45.40 and the closing sale price per share of Towers Watson common stock on the NASDAQ was $137.98. On October 7, 2015, the latest practicable date before the date of this joint proxy statement/prospectus, the closing sale price per Willis ordinary share on the NYSE was $42.20 and the closing sale price per share of Towers Watson common stock on the NASDAQ was $120.36.

INFORMATION ABOUT THE COMPANIES

Willis

Willis Group Holdings Public Limited Company

200 Liberty Street, 7th Floor

New York, NY 10281-1003

Telephone: (800) 234-8596 or (212) 915-8888

51 Lime Street

London, EC3M 7DQ

England

Telephone: (011) (44)-(20)-3124-6000

Willis was incorporated in Ireland on September 24, 2009 to facilitate the change of the place of incorporation of the parent company of Willis from Bermuda to Ireland. Willis ordinary shares are listed on the NYSE under the symbol “WSH.”

Merger Sub

Citadel Merger Sub, Inc.

c/o Willis Group Holdings Public Limited Company

200 Liberty Street, 7th Floor

New York, NY 10281-1003

Telephone: (800) 234-8596 or (212) 915-8888

51 Lime Street

London, EC3M 7DQ

England

Telephone: (011) (44)-(20)-3124-6000

Towers Watson

Towers Watson & Co.

901 N. Glebe Road

Arlington, VA 22203

Telephone: (703) 258-8000

Towers Watson is a leading global professional services company that helps organizations improve performance through effective people, risk and financial management. Towers Watson offers consulting, technology and solutions in the areas of benefits, talent management, rewards, and risk and capital management. Towers Watson was formed on January 1, 2010, from the merger of Towers, Perrin, Forster & Crosby, Inc. and Watson Wyatt Worldwide, Inc., two leading professional services firms that traced their roots back more than 100 years. Towers Watson’s common stock is listed on the NASDAQ Stock Market under the symbol “TW.”

THE WILLIS EXTRAORDINARY GENERAL MEETING

Date, Time and Place of the Willis Extraordinary General Meeting

Willis will convene the Willis EGM on November 18, 2015 at 9:30 a.m. (local time), at The Pierre Hotel, 2 East 61^st Street, New York, New York 10065. On or about October 13, 2015, Willis commenced mailing this document and the enclosed form of proxy to its shareholders entitled to vote at the Willis EGM. Shareholders entitled to attend and vote at the Willis EGM may participate in such meeting in Ireland by technological means which will be available at the offices of Matheson, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland at the time of the meeting (and such participation shall constitute presence in person at the EGM).

Purpose of the Willis Extraordinary General Meeting

This joint proxy statement/prospectus is being provided to Willis shareholders as part of a solicitation of proxies by the Willis board of directors for use at the Willis EGM. This joint proxy statement/prospectus provides Willis shareholders with important information they need to know to be able to vote, or instruct their brokers or other nominees to vote, at the Willis EGM.

At the Willis EGM, the Willis shareholders will be asked to consider and vote on the proposals described below. The resolutions may be voted on in such order as is determined by the Chairman of the Willis EGM so that, for the avoidance of doubt, a vote may be taken on the resolution regarding the Willis Adjournment Proposal before a vote is taken on any other resolution.

Willis Resolution 1 (the Willis Share Issuance Proposal): a proposal to approve the issuance of Willis ordinary shares as contemplated by the Merger Agreement.

Willis Resolution 2 (the Willis Name Change Proposal): a proposal to approve the name change of “Willis Group Holdings Public Limited Company” to “Willis Towers Watson Public Limited Company,” subject to, and immediately after, the consummation of the Merger.

Willis Resolution 3 (the Willis Consolidation Proposal): a proposal to approve the Consolidation, subject to, and immediately after, the consummation of the Merger.

Willis Resolution 4 (the Willis Adjournment Proposal): a proposal to approve and consent to the adjournment of the Willis EGM, or any adjournments thereof, to another time and place if, in the discretion of the Chairman, it is necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes received by way of proxy, at the time of the Willis EGM to approve the Willis Share Issuance Proposal, the Willis Name Change Proposal, and/or the Willis Consolidation Proposal.

The precise text of the Willis EGM Resolutions is set forth in the section entitled “Willis Proposals” beginning on page 58 of this joint proxy statement/prospectus.

Recommendation of the Willis Board of Directors

THE WILLIS BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT WILLIS SHAREHOLDERS VOTE FOR THE WILLIS SHARE ISSUANCE PROPOSAL, FOR THE WILLIS NAME CHANGE PROPOSAL, FOR THE WILLIS CONSOLIDATION PROPOSAL, AND FOR THE WILLIS ADJOURNMENT PROPOSAL.

The Willis Resolution 1 (the Willis Share Issuance Proposal), the Willis Resolution 3 (the Willis Consolidation Proposal) and the Willis Resolution 4 (the Willis Adjournment Proposal) are ordinary resolutions. The Willis Resolution 2 (the Willis Name Change Proposal) is a special resolution.

Completion of the Merger is conditioned on, among other things, approval of the Willis Share Issuance Proposal. Approval of each of the Willis Name Change Proposal, the Willis Consolidation Proposal and the Willis Adjournment Proposal at the Willis EGM is not a condition to the obligation of Willis to consummate the Merger. Accordingly, if all of the conditions to the Merger are satisfied or waived, Willis intends to complete the Merger, whether or not Willis Name Change Proposal, the Willis Consolidation Proposal and/or the Willis Adjournment Proposal have been approved. In addition, the implementation of the Willis Name Change Proposal and the Willis Consolidation Proposal are each conditioned on the consummation of the Merger.

For the Willis Share Issuance Proposal, because the votes required to approve such resolution are based on votes properly cast at the meeting, failures to vote will have no effect on the Willis Share Issuance Proposal but may make it more difficult to meet the requirement that the total votes cast on such proposal (including abstentions) represent over 50% in interest of all Willis ordinary shares entitled to vote on the proposal, and because abstentions are not considered votes properly cast, abstentions will have the same effect as a vote “AGAINST” this proposal.

For each of the Willis Name Change Proposal, the Willis Consolidation Proposal and the Willis Adjournment Proposal, because the votes required to approve such resolutions are based on votes properly cast at the meeting, and because abstentions are not considered votes properly cast, abstentions, along with failures to vote, will have no effect on the Willis Name Change Proposal, the Willis Consolidation Proposal and/or the Willis Adjournment Proposal (except for determining whether a quorum is present).

Willis Record Date and Quorum

Record Date

Only holders of Willis ordinary shares as of the close of business on October 2, 2015, the record date for the Willis EGM, will be entitled to notice of, and to vote at the Willis EGM or any adjournments thereof. On the Willis record date, there were 180,039,931 Willis ordinary shares outstanding, held by 1,369 registered holders. Each outstanding Willis ordinary share is entitled to one vote on the Willis Proposals and any other matter properly coming before the Willis EGM.

Quorum

The presence, in person or by proxy, of the holders of at least 50% of Willis ordinary shares outstanding and entitled to vote on the Willis record date constitutes a quorum for the Willis EGM. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum.

Required Vote

Required Vote to Approve Willis Resolution 1—The Willis Share Issuance Proposal

The affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM, provided that the total votes cast including, abstentions, represents over 50% in interest of all Willis ordinary shares entitled to vote on such proposal, is required to approve the Willis Share Issuance Proposal.

Required Vote to Approve Willis Resolution 2—The Willis Name Change Proposal

The affirmative vote of at least 75% of the votes cast, either in person or by proxy, at the Willis EGM, is required to approve the Willis Name Change Proposal.

Required Vote to Approve Willis Resolution 3—The Willis Consolidation Proposal

The affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM, is required to approve the Willis Consolidation Proposal.

Required Vote to Approve Willis Resolution 4—The Willis Adjournment Proposal

The affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM is required to approve the Willis Adjournment Proposal.

Treatment of Abstentions; Failure to Vote

For purposes of the Willis EGM, an abstention occurs when a Willis shareholder attends the Willis EGM in person and does not vote or returns a proxy with an “abstain” vote.

For the Willis Share Issuance Proposal, because the votes required to approve such resolution are based on votes properly cast at the meeting, and because abstentions are not considered votes properly cast, failures to vote will have no effect on the Willis Share Issuance Proposal but may make it more difficult to meet the requirement that the total votes cast on such proposal (including abstentions) represent over 50% in interest of all Willis ordinary shares entitled to vote on the proposal and abstentions will have the same effect as a vote “AGAINST” this proposal.

Voting on Proxies; Incomplete Proxies

Willis shareholders as of the Willis record date may vote by proxy or in person at the Willis EGM. Willis recommends that you submit your proxy even if you plan to attend the Willis EGM. If you vote by proxy, you may change your vote, among other ways, if you attend and vote at the Willis EGM.

If you own Willis ordinary shares in your own name, you are considered, with respect to those shares, the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank, trust company or other nominee, you are considered the beneficial owner of shares held in “street name.”

If you properly sign, date, mark and return your proxy card or voting instruction form, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the Willis EGM for which proxies have been properly submitted and not revoked. If you sign and return your proxy card or voting instruction form appointing the Chairman as your proxy but do not mark your card to tell the proxy how to vote on a voting item, your shares will be voted with respect to such item in accordance with the recommendation of the Willis board of directors.

Willis shareholders may also vote over the Internet or by telephone by the close of business on the day immediately preceding the Willis EGM. Voting instructions are printed on the proxy card or voting instruction form you received, if available. Either method of submitting a proxy will enable your shares to be represented and voted at the Willis EGM.

Giving a proxy means that a Willis shareholder authorizes the persons named in the enclosed proxy card or voting instruction form to vote its shares at the Willis EGM in the manner it directs. A Willis shareholder may vote by proxy or in person at the Willis EGM. If you hold Willis ordinary shares in your name as a registered Willis shareholder, to submit a proxy, you may use one of the following methods:

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By Internet. The web address and instructions for Internet voting can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Eastern time, on the day preceding the Willis EGM.

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By Telephone. The toll-free telephone number for voting can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Telephone voting is available 24 hours a day. If you choose to vote by telephone, then you do not need to return the proxy card. To be valid, your vote by telephone must be received by 11:59 p.m., Eastern time, on the day preceding the Willis EGM.

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By Mail. Sign date and mark the enclosed proxy card, and return it in the postage-paid envelope we have provided. To be valid, your vote by mail must be received by 11:59 p.m., Eastern time, on the day preceding the Willis EGM.

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In Person. You may also vote your shares in person at the Willis EGM.

Willis requests that Willis shareholders vote over the Internet, by telephone (if available) or by completing and signing the accompanying proxy and returning it to Willis as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed and not later revoked, the Willis ordinary shares represented by it will be voted at the Willis EGM in accordance with the instructions contained on the proxy card.

If you sign and return your proxy or voting instruction card without indicating how to vote on the Willis Proposals, the Willis ordinary shares represented by your proxy will be voted “FOR” such proposal in accordance with the recommendation of the Willis board of directors.

If a Willis shareholder’s ordinary shares are held in street name by a broker, bank, trust company or other nominee, the shareholder should check the voting instruction form used by that firm to determine whether it may vote by telephone or the Internet.

EVERY WILLIS SHAREHOLDER’S VOTE IS IMPORTANT. ACCORDINGLY, EACH WILLIS SHAREHOLDER SHOULD VOTE, WHETHER OR NOT THE WILLIS SHAREHOLDER PLANS TO ATTEND THE WILLIS EXTRAORDINARY GENERAL MEETING IN PERSON.

Shares Held in Street Name

If your Willis ordinary shares are held in an account through a bank, broker, trust company or other nominee, you must instruct the bank, broker, trust company or other nominee how to vote your ordinary shares by following the instructions that the bank, broker, trust company or other nominee provides you along with this joint proxy statement/prospectus. Your bank, broker, trust company or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your Willis ordinary shares, so you should read carefully the materials provided to you by your bank, broker, trust company or other nominee. You may be eligible to submit such instructions electronically or by telephone.

Broker non-votes occur when Willis ordinary shares are held by a broker that is present in person or represented by proxy at the Willis EGM, but the broker is not instructed by the beneficial owner as to how to vote such Willis ordinary shares. As brokers do not have discretionary authority to vote on the Willis Proposals, there will be no broker non-votes.

If you do not provide a signed voting instruction form (or otherwise submit your voting instructions in accordance with the procedures specified by your broker, bank, trust company or other nominee) to your broker, bank, trust company or other nominee, your Willis ordinary shares will not be voted on any proposal on which the broker, bank, trust company or other nominee does not have discretionary authority to vote. Brokers, banks, trust companies and other nominees do not have discretionary voting with respect to the Willis Proposals. Accordingly, if you fail to provide a signed voting instruction form (or otherwise submit your voting instructions in accordance with the procedures specified by your broker, bank, trust company or other nominee) to your broker, bank, trust company or other nominee, your ordinary shares held through such broker, bank, trust

company or other nominee will not be voted, which will have no effect on the vote count for the Willis Name Change Proposal, the Willis Consolidation Proposal and the Willis Adjournment Proposal, and, in the case of the Willis Share Issuance Proposal, will have no effect on the vote count for such proposal but may make it more difficult to meet the requirement that the total votes cast on such proposal (including abstentions) represent over 50% in interest of all Willis ordinary shares entitled to vote on the proposal.

Revocability of Proxies and Changes to a Willis Shareholder’s Vote

If you are a Willis shareholder of record, you may revoke or change your proxy before it is voted at the Willis EGM by:

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timely delivering written notice that you have revoked your proxy to the Company Secretary of Willis at least one hour before the commencement of the EGM at the following address:

Willis Group Holdings Public Limited Company

200 Liberty Street, 7th Floor

New York, NY 10281-1003

Attention: Company Secretary

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timely submitting your voting instructions again by telephone or over the Internet;

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signing and returning by mail a proxy card with a later date so that it is received prior to the Willis EGM; or

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attending the Willis EGM and voting by ballot in person.

Attendance at the Willis EGM will not, in and of itself, revoke or change a proxy.

Attending the Willis EGM will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If your Willis ordinary shares are held in “street name” by a broker, bank, trust company or other nominee, you should contact your broker, bank, trust company or other nominee to change your vote.

Solicitation of Proxies

Willis will bear the cost of soliciting proxies from its shareholders, except that the costs associated with the filing, printing, publication and mailing of this joint proxy statement/prospectus to both Willis’ shareholders and Towers Watson’s stockholders will be borne and discharged one-half by Willis and one-half by Towers Watson.

Willis will solicit proxies by mail. In addition, the directors, officers and employees of Willis may solicit proxies from its shareholders by telephone, electronic communication, the Internet or in person, but will not receive any additional compensation for their services. Willis will make arrangements with brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy solicitation materials to the beneficial owners of Willis ordinary shares held of record by those persons and will reimburse them for their reasonable out-of-pocket expenses incurred in forwarding such proxy solicitation materials.

Willis has engaged a professional proxy solicitation firm, Morrow & Co. LLC to assist in the solicitation of proxies for a fee of approximately $20,000, and will reimburse Morrow & Co. LLC for its reasonable disbursements.

Attending the Willis Extraordinary General Meeting

Attendance at the Willis EGM is limited to Willis shareholders on the Willis record date. Please indicate on the enclosed proxy card if you plan to attend the Willis EGM. If your shares are held through a broker, bank, trust company or other nominee and you would like to attend, you will need to bring to the meeting a letter or

account statement from the broker, bank, trust company or other nominee confirming beneficial ownership of the Willis ordinary shares as of the Willis record date for the Willis EGM. Any beneficial holder who plans to vote at the Willis EGM must also obtain a legal proxy, executed in their favor by or on behalf of their broker, bank, trust company or other nominee, and should contact such broker, bank, trust company or other nominee for instructions on how to obtain a legal proxy. Each Willis shareholder will be asked to provide valid government-issued photo identification, such as a driver’s license or passport, and proof of ownership as of the Willis record date. The use of cell phones, smartphones, pagers, recording and photographic equipment will not be permitted in the meeting rooms.

Assistance

If you need assistance in completing your proxy card, voting instruction form or have questions regarding the Willis EGM please contact Morrow & Co. LLC, the proxy solicitation agent for Willis, by mail at 470 West Avenue—3rd floor, Stamford, CT 06902. Banks and brokers call collect: (203) 658-9400; all others call toll free: (800) 278-2141. Alternatively, you can email wsh.info@morrowco.com.

WILLIS PROPOSALS

Willis Proposals

Willis Resolution 1—The Willis Share Issuance Proposal (Item 1 on Proxy Card)

As discussed throughout this document, Willis is asking its shareholders to approve the Willis Share Issuance Proposal. Holders of Willis ordinary shares should read carefully this document in its entirety, including the appendices, for more detailed information concerning the Merger Agreement and the transactions contemplated thereby. In particular, holders of Willis ordinary shares are directed to the Merger Agreement, a copy of which is attached as Annex A to this document.

Accordingly, Willis is requesting its shareholders adopt the following resolution, which is an ordinary resolution.

“RESOLVED, as an ordinary resolution that, subject to applicable rules and listing standards of the New York Stock Exchange and to applicable rules and regulations of the U.S. Securities and Exchange Commission, the Directors of Willis be and they are hereby generally and unconditionally authorized pursuant to section 1021 of the Companies Act 2014 to exercise all the powers of Willis to allot relevant securities (within the meaning of section 1021 of the Companies Act 2014) as contemplated by the Merger Agreement, up to an aggregate nominal amount of Willis ordinary shares necessary for purposes of satisfying the aggregate Merger Consideration, provided that such authority shall (a) expire on March 31, 2016 or such later date as may be determined by the Willis board of directors (provided that under the Companies Act, such later date cannot be more than 5 years after the date on which this resolution is passed), (b) be without prejudice and in addition to the authority under the said Section 1021 previously granted to the Willis board of directors pursuant to an ordinary resolution passed at the annual general meeting of Willis held on June 30, 2015 and (c) not authorize the Willis board of directors to issue more than the authorised but unissued share capital of Willis as at the date of this resolution.”

Vote Required and Willis Board Recommendation

The affirmative vote of holders of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM, provided that the total votes cast, including abstentions, represents over 50% in interest of all Willis ordinary shares entitled to vote on such proposal, is required to approve the Willis Share Issuance Proposal.

Completion of the Merger is conditioned on, among other things, approval of the Willis Share Issuance Proposal. The issuance of the Willis ordinary shares will become effective only if the Merger is completed.

The Willis board of directors unanimously recommends a vote “FOR” the Willis Share Issuance Proposal.

See “The Merger—Recommendation of the Willis Board of Directors and Willis’ Reasons for the Merger” beginning on page 80 of this joint proxy statement/prospectus.

Willis Resolution 2—The Willis Name Change Proposal (Item 2 on Proxy Card)

As discussed throughout this document, Willis is asking its shareholders to approve the Willis Name Change Proposal. Pursuant to the Merger Agreement Willis has agreed, subject to the receipt of Willis shareholder approval, to take all action as is necessary to change its name from “Willis Group Holdings Public Limited Company” to “Willis Towers Watson Public Limited Company,” subject to, and immediately after, the consummation of the Merger. The change of name will be effected by the Willis shareholders passing a special resolution approving the change of name.

Accordingly, Willis is requesting its shareholders adopt the following resolution, which is a special resolution:

“RESOLVED, as a special resolution that, subject to and conditional upon the consummation of the Merger as contemplated by the Merger Agreement and Resolution 1 above being duly passed, the name of Willis Group Holdings Public Limited Company shall be changed to Willis Towers Watson Public Limited Company.”

Overview

The Willis Name Change Proposal is conditioned on approval of the Willis Share Issuance Proposal. If Willis and Towers Watson do not complete the Merger, Willis will not effect the name change contemplated by the Willis Name Change Proposal, notwithstanding that Willis shareholders may have previously approved the Willis Name Change Proposal.

The change of Willis’ name will not affect, in any way, the validity of currently outstanding share certificates, nor will it be necessary for shareholders to surrender or exchange any stock certificates that they currently hold as a result of the name change. In connection with the Willis Name Change Proposal, Willis may seek to change the trading symbol of the ordinary shares on the NYSE or the NASDAQ.

In recognition of the transformative nature of the Merger, the Willis board of directors believes that it is an appropriate and opportune time to adopt a name that is reflective of the combined company following the Merger. The holders of Willis ordinary shares should read carefully this document in its entirety, including the appendices, for more detailed information concerning the Merger Agreement and the transactions contemplated thereby and the Willis Name Change Proposal. In particular, holders of Willis ordinary shares are directed to the Merger Agreement, a copy of which is attached as Annex A to this document.

Vote Required and Willis Board Recommendation

The affirmative vote of at least 75% of the votes cast, either in person or by proxy, at the Willis EGM, is required to approve the Willis Name Change Proposal.

The Willis Name Change Proposal is conditioned on approval of the Willis Share Issuance Proposal. Furthermore, if Willis and Towers Watson do not complete the Merger, Willis will not effect the name change contemplated by the Willis Name Change Proposal, notwithstanding that Willis shareholders may have previously approved the Willis Name Change Proposal.

Completion of the Merger is not conditioned on the approval of the Willis Name Change Proposal. Accordingly, if all of the conditions to the Merger are satisfied or waived, Willis intends to complete the Merger, whether or not Willis Name Change Proposal has been approved.

The Willis board of directors unanimously recommends a vote “FOR” the Willis Name Change Proposal.

See “The Merger—Recommendation of the Willis Board of Directors and Willis’ Reasons for the Merger” beginning on page 80 of this joint proxy statement/prospectus.

Willis Resolution 3—The Willis Consolidation Proposal (Item 3 on Proxy Card)

As discussed throughout this document, Willis is asking its shareholders to approve the Willis Consolidation Proposal. Pursuant to the Merger Agreement, subject to the receipt of Willis shareholder approval, immediately after the consummation of the Merger, Willis will effect the Consolidation. If Willis shareholders approve the Willis Consolidation Proposal, and the Consolidation is effected, then every 2.6490 Willis ordinary shares will be consolidated into one Willis ordinary share.

Accordingly, Willis is requesting its shareholders adopt the following resolution, which is an ordinary resolution:

“RESOLVED, as an ordinary resolution that, subject to and, and immediately after, the consummation of the Merger:

(a) every 2.6490 authorised Willis ordinary shares of US$0.000115 each (the “Existing Ordinary Shares”) that, subject to, and immediately after the consummation of the Merger (or such other time and date as the Willis board of directors may determine) (the “Consolidation Record Time”), are shown in the books of Willis as unissued shall be consolidated into one new Willis ordinary share of US$0.000304635 each in the capital of Willis (the “Unissued Consolidated Ordinary Shares”), provided that, where such consolidation would otherwise result in a fraction of an Unissued Consolidated Ordinary Share, the number of Existing Ordinary Shares that would otherwise constitute such fraction be canceled pursuant to Section 83(1)(f)(ii) of the Companies Act 2014;

(b) every 2.6490 Existing Ordinary Shares in issue at the Consolidation Record Time be consolidated into one new Willis ordinary share of US$0.000304635 each (the “Consolidated Ordinary Shares”), provided that:

(i) where such consolidation would otherwise result in any member or shareholder (“Willis shareholder”) being entitled to a fraction of a Consolidated Ordinary Share, such fraction shall, so far as possible, be aggregated and consolidated with the fractions of a Consolidated Ordinary Share to which other Willis shareholders would otherwise be entitled into Consolidated Ordinary Shares and the Willis board of directors be authorized to sell (or appoint any other person to sell) to any person, on behalf of the relevant Willis shareholders, all the Consolidated Ordinary Shares representing such fractions, at the best price reasonably obtainable; and

(ii) the net proceeds of any such sale shall (after the deduction of the expenses of the sale) be distributed in due proportion to the relevant Willis shareholders;

and (iii) that any Director of Willis (or any person appointed by the Willis board of directors) be authorized to execute an instrument of transfer in respect of such shares on behalf of the relevant Willis shareholders and to do all acts and things the Directors consider necessary or desirable to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares; and

(c) each (if any) of the issued Existing Ordinary Shares that cannot be consolidated into a Consolidated Ordinary Share be immediately acquired by Willis from the Willis shareholders otherwise entitled thereto for nominal or no consideration and such acquisition shall take effect as a redemption pursuant to regulation 6 of the Willis articles of association. The Existing Ordinary Shares so redeemed shall be canceled and the issued share capital of Willis shall be reduced by the nominal value of the Existing Ordinary Shares so redeemed and canceled and any Director of Willis (or any person appointed by the Willis board of directors) be and is hereby authorized to execute an instrument of transfer in respect of such shares on behalf of the Willis shareholders concerned and to do all acts and things that the Directors consider necessary or desirable to effect the acquisition and cancellation of such shares.”

Overview

By approving the Willis Consolidation Proposal, the Willis shareholders approve, subject to the consummation of the Merger, the Consolidation which will occur immediately after the consummation of the Merger. If the Willis shareholders approve the Willis Consolidation Proposal and Willis effects the Consolidation, then every 2.6490 Willis ordinary shares authorized and issued (and every 2.6490 Willis ordinary shares, if any, that are treasury shares of Willis) would be consolidated into one Willis ordinary share.

If Willis effects the Consolidation, then, except for adjustments that may result from the treatment of fractional shares as described below, each Willis shareholder will hold the same percentage of then-outstanding Willis ordinary shares immediately following the Consolidation as such Willis shareholder held immediately prior to the Consolidation. The nominal value of the Willis ordinary shares would be changed from $0.000115 to $0.000304635 nominal value per share.

Principal Effects of the Consolidation

If Willis shareholders approve the Willis Consolidation Proposal and Willis effects the Consolidation, each Willis shareholder will own a reduced number of Willis ordinary shares upon the effectiveness of the Consolidation. Willis would effect the Consolidation simultaneously for all outstanding Willis ordinary shares. The Consolidation will change the nominal value of Willis ordinary shares from $0.000115 to $0.000304635 per share. The Consolidation will affect all Willis shareholders uniformly and will not change any Willis shareholder’s percentage ownership interest in Willis, except to the extent that the Consolidation would result in any Willis shareholders otherwise owning a fractional share that will be cashed out. Therefore, voting rights and other rights and preferences of the holders of Willis ordinary shares will not be affected by the Consolidation (other than as a result of the payment of cash in lieu of fractional shares). Willis ordinary shares issued pursuant to the Consolidation will remain fully paid and nonassessable.

As of the effective time of the Consolidation, Willis will adjust and proportionately decrease the number of Willis ordinary shares issuable in respect of equity incentive awards and also adjust and proportionately increase the exercise price of all outstanding options. In addition, as of the effective time of the Consolidation, Willis will adjust and proportionately decrease the total number of Willis ordinary shares that may be the subject of future grants under Willis’ equity incentive plans.

Fractional Shares

Willis will not issue any fractional Willis ordinary share in connection with the Consolidation. Under the Consolidation, each shareholder who would otherwise be entitled to receive a fractional Willis ordinary share as a result of the Consolidation will, with respect to such fractional share, be entitled to receive cash in lieu of such fractional share in an amount equal to the net cash proceeds attributable to the sale of such fractional share following the aggregation and sale by Willis’ transfer agent of all fractional Willis ordinary shares otherwise issuable, on the basis of prevailing market prices at such time.

Effect on Registered “Book-Entry” Shareholders

Registered Willis shareholders may hold some or all of their Willis ordinary shares electronically in book-entry form. These Willis shareholders will not have share certificates evidencing their ownership of Willis ordinary shares. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

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If you hold registered shares in book-entry form, you do not need to take any action to receive your post-Consolidation shares.

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If you are entitled to post-Consolidation shares, a transaction statement will automatically be sent to your address of record indicating the number of shares you hold.

Effect on Registered Certificated Shareholders

Some registered Willis shareholders hold all their Willis ordinary shares in certificate form or a combination of certificate and book-entry form. If you hold any of your Willis ordinary shares in certificate form, you will receive a letter of transmittal from Willis’ transfer agent as soon as practicable after the effective date of the Consolidation. The letter of transmittal will contain instructions on how to surrender your certificate(s)

representing your pre-Consolidation shares to the transfer agent. Upon receipt of your share certificate, Willis will issue to you the appropriate number of Willis ordinary shares electronically in book-entry form and provide a statement reflecting the number of shares registered in your account. Willis will not issue any new Willis ordinary shares in book-entry form to you until you surrender your outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the transfer agent. At any time after receipt of your statement reflecting the number of shares registered in your book-entry account, you may request a share certificate representing your ownership interest.

Procedure for Effecting the Consolidation and Exchange of Stock Certificates

Beginning on the effective time of the Consolidation (which will occur immediately following the Merger), each certificate representing pre-Consolidation Willis ordinary shares will be deemed for all corporate purposes to evidence ownership of post-Consolidation Willis ordinary shares.

As soon as practicable after the effective time of the Consolidation, Willis will notify its shareholders that it has effected the Consolidation. Willis expects that Willis’ transfer agent will act as exchange agent for purposes of implementing the exchange of share certificates.

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Willis Shareholders: Holders of pre-Consolidation Willis ordinary shares will be asked to surrender to the exchange agent certificates representing pre-Consolidation ordinary shares in exchange for post-Consolidation Willis ordinary shares in electronic book-entry form in accordance with the procedures to be set forth in a letter of transmittal to be sent by Willis’ transfer agent. Willis will not issue any shares to a Willis shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

Any pre-Consolidation Willis ordinary shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-Consolidation Willis ordinary shares. WILLIS SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNLESS AND UNTIL REQUESTED TO DO SO.

For Willis shareholders who hold registered shares in book-entry form, at the effective time of the Consolidation, the transfer agent will update your ownership amounts on Willis’ books and a transaction statement will automatically be sent to your address of record indicating the number of shares you hold. Such shareholders do not need to take any action to receive post-Consolidation ordinary shares.

Accounting Matters

The Consolidation will not affect the total ordinary shareholders’ equity on Willis’ balance sheet. The per share earnings or losses and net book value of Willis will be increased because there will be fewer Willis ordinary shares outstanding. Prior periods’ per share amounts will be restated in financial statements issued following the Merger to reflect the Consolidation.

No Appraisal Rights

Under Irish law, Willis shareholders are not entitled to appraisal rights with respect to the Consolidation.

Vote Required and Willis Board Recommendation

The affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM, is required to approve the Willis Consolidation Proposal.

The Willis Consolidation Proposal is conditioned on approval of the Willis Share Issuance Proposal. Furthermore, if Willis and Towers Watson do not complete the Merger, Willis will not effect the Consolidation contemplated by the Willis Consolidation Proposal, notwithstanding that Willis shareholders may have previously approved the Willis Consolidation Proposal.

Completion of the Merger is not conditioned on the approval of the Willis Consolidation Proposal. Accordingly, if all of the conditions to the Merger are satisfied or waived, Willis intends to complete the Merger, whether or not the Willis Consolidation Proposal has been approved.

The Willis board of directors unanimously recommends a vote “FOR” the Willis Consolidation Proposal.

See “The Merger—Recommendation of the Willis Board of Directors and Willis’ Reasons for the Merger” beginning on page 80 of this joint proxy statement/prospectus.

Willis Resolution 4—The Willis Adjournment Proposal (Item 4 on Proxy Card)

As discussed throughout this document, Willis is asking its shareholders to approve the Willis Adjournment Proposal. The Merger Agreement provides that Willis may not, subject to certain exceptions, postpone or adjourn the Willis EGM more than thirty (30) days after the date on which the Willis EGM was originally scheduled.

Completion of the Merger is not conditioned on the approval of the Willis Adjournment Proposal.

Accordingly, Willis is requesting its shareholders adopt the following resolution, which is an ordinary resolution:

“RESOLVED, as an ordinary resolution that the Chairman of the meeting be and is hereby authorised to adjourn the meeting to another time and place if, in the discretion of the Chairman, it is necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes received by way of proxy, at the time of the meeting to approve the Willis Share Issuance Proposal, the Willis Name Change Proposal and/or the Willis Consolidation Proposal.”

Vote Required and Willis Board Recommendation

The affirmative vote of at least a majority of the votes cast, either in person or by proxy, at the Willis EGM is required to approve the Willis Adjournment Proposal.

Completion of the Merger is not conditioned on the approval of the Willis Adjournment Proposal. Accordingly, if all of the conditions to the Merger are satisfied or waived, Willis intends to complete the Merger, whether or not the Willis Adjournment Proposal has been approved.

The Willis board of directors unanimously recommends a vote “FOR” the Willis Adjournment Proposal.

Other Matters to Come Before the Willis Extraordinary General Meeting

No other matters are intended to be brought before the Willis EGM by Willis, and Willis does not know of any matters to be brought before the Willis EGM by others. If, however, any other matters properly come before the Willis EGM, the persons named in the proxy will vote the shares represented thereby in accordance with the judgment of management on any such matter.

THE TOWERS WATSON SPECIAL MEETING

Date, Time and Place of the Towers Watson Special Meeting

The Towers Watson special meeting will be held at Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL 33139, at 8:00 a.m. (local time) on November 18, 2015. On or about October 13, 2015, Towers Watson commenced mailing this document and the enclosed form of proxy to its stockholders entitled to vote at the Towers Watson special meeting.

Purpose of the Towers Watson Special Meeting

At the Towers Watson special meeting, Towers Watson stockholders will be asked to:

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approve and adopt the Merger Agreement, a copy of which is attached as Annex A to this document, and to approve the transactions contemplated by the Merger Agreement, including the Merger;

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approve, on an advisory (non-binding) basis, specified compensatory arrangements between Towers Watson and its named executive officers relating to the transactions contemplated by the Merger Agreement; and

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approve the adjournment of the Towers Watson special meeting, or any adjournments thereof, to another time and place if necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes at the time of the Towers Watson special meeting to approve the Towers Watson Merger Proposal.

Recommendation of the Towers Watson Board of Directors

The Towers Watson board of directors unanimously recommends that you vote “FOR” the Towers Watson Merger Proposal, “FOR” the Towers Watson Compensatory Arrangements Proposal and “FOR” the Towers Watson Adjournment Proposal. See “The Merger—Recommendation of the Towers Watson Board of Directors and Towers Watson’s Reasons for the Merger” beginning on page 93 of this joint proxy statement/prospectus.

Towers Watson Record Date and Quorum

As of the Towers Watson record date, there were 69,440,607 shares of Towers Watson common stock outstanding and entitled to vote at the Towers Watson special meeting held by 313 holders of record. Each share of Towers Watson common stock entitles the holder to one vote at the Towers Watson special meeting on each proposal to be considered at the Towers Watson special meeting.

The representation (in person or by proxy) of holders of at least a majority of the shares of Towers Watson common stock entitled to vote on the matters to be voted on at the Towers Watson special meeting constitutes a quorum for transacting business at the Towers Watson special meeting. All shares of Towers Watson common stock present in person or represented by proxy, including broker non-votes and abstentions, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Towers Watson special meeting.

As of the Towers Watson record date, directors and executive officers of Towers Watson and their affiliates owned and were entitled to vote 621,891.248 shares of Towers Watson common stock, representing less than one percent of the shares of Towers Watson common stock outstanding on that date. Towers Watson currently expects that Towers Watson’s directors and executive officers will vote their shares in favor of the Towers Watson Merger Proposal, the Towers Watson Compensatory Arrangements Proposal and the Towers Watson Adjournment Proposal, although none of them has entered into any agreements obligating them to do so.

Required Vote

Required Vote to Approve the Towers Watson Merger Proposal

The affirmative vote of a majority of the outstanding shares of Towers Watson common stock entitled to vote on the Towers Watson Merger Proposal at the Towers Watson special meeting is required to approve the Towers Watson Merger Proposal.

Required Vote to Approve the Towers Watson Compensatory Arrangements Proposal

The affirmative vote of a majority of the votes cast affirmatively or negatively on the Towers Watson Compensatory Arrangements Proposal is required to approve, on an advisory basis, the Towers Watson Compensatory Arrangements Proposal, and such vote will not be binding on Towers Watson or its board of directors or any of its committees.

Required Vote to Approve the Towers Watson Adjournment Proposal

The affirmative vote of a majority of the votes cast affirmatively or negatively on the Towers Watson Adjournment Proposal is required to approve the Towers Watson Adjournment Proposal.

Treatment of Abstentions; Failure to Vote

For purposes of the Towers Watson special meeting, an abstention occurs when a Towers Watson stockholder attends the Towers Watson special meeting in person and does not vote or returns a proxy with an “abstain” vote.

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For the Towers Watson Merger Proposal, an abstention or a failure to vote will have the same effect as a vote cast “AGAINST” this proposal.

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For each of the Towers Watson Compensatory Arrangements Proposal and the Towers Watson Adjournment Proposal, an abstention will have no effect on the vote count for such proposal (except for determining whether a quorum is present). If a Towers Watson stockholder fails to vote and is not present in person or by proxy at the Towers Watson special meeting, it will have no effect on the vote count for the Towers Watson Compensatory Arrangements Proposal or the Towers Watson Adjournment Proposal (assuming a quorum is present).

Voting on Proxies; Incomplete Proxies

Giving a proxy means that a Towers Watson stockholder authorizes the persons named in the enclosed proxy card or voting instruction form to vote its shares at the Towers Watson special meeting in the manner it directs. A Towers Watson stockholder may vote by proxy or in person at the Towers Watson special meeting. If you hold your shares of Towers Watson common stock in your name as a stockholder of record, to submit a proxy, you, as a Towers Watson stockholder, may use one of the following methods:

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By Internet. The web address and instructions for Internet voting can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Eastern time, on November 17, 2015. If you choose to vote by Internet, then you do not need to return the proxy card.

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By Telephone. The toll-free number for telephone voting can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Telephone voting is available 24 hours a day. If you choose to vote by telephone, then you do not need to return the proxy card. To be valid, your vote by telephone must be received by 11:59 p.m., Eastern time, on November 17, 2015.

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By Mail. Sign, date and mark the enclosed proxy card, and return it in the postage-paid envelope we have provided. To be valid, your vote by mail must be received by 11:59 p.m., Eastern time, on November 17, 2015.

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In Person. You may also vote your shares in person at the Towers Watson special meeting.

Towers Watson requests that Towers Watson stockholders vote over the Internet, by telephone or by completing and signing the accompanying proxy and returning it to Towers Watson as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed, the shares of Towers Watson common stock represented by it will be voted at the Towers Watson special meeting in accordance with the instructions contained on the proxy card.

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Towers Watson common stock represented by your proxy will be voted “FOR” such proposal in accordance with the recommendation of the Towers Watson board of directors. Unless a Towers Watson stockholder checks the box on its proxy card to withhold discretionary authority, the proxy holders may use their discretion to vote on the proposals relating to the Towers Watson special meeting.

If a Towers Watson stockholder’s shares are held in “street name” by a broker, bank, trust company or other nominee, the stockholder should check the voting form used by that firm to determine whether it may vote by telephone or the Internet.

Every Towers Watson stockholder’s vote is important. Accordingly, each Towers Watson stockholder should vote via the Internet or by telephone, or sign, date, mark and return the enclosed proxy card, whether or not the Towers Watson stockholder plans to attend the Towers Watson special meeting in person.

Shares Held in Street Name

If you are a Towers Watson stockholder and your shares are held in “street name” through a broker, bank, trust company or other nominee, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the broker, bank, trust company or other nominee. You may not vote shares held in street name by returning a proxy card directly to Towers Watson or by voting in person at the Towers Watson special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank, trust company or other nominee. Further, brokers, banks, trust companies or other nominees who hold shares of Towers Watson common stock on behalf of their customers may not give a proxy to Towers Watson to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks, trust companies and other nominees do not have discretionary voting power on these matters. Therefore, if you are a Towers Watson stockholder and you do not instruct your broker, bank, trust company or other nominee on how to vote your shares:

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your broker, bank, trust company or other nominee may not vote your shares on the Towers Watson Merger Proposal, which broker non-votes will have the same effect as a vote “AGAINST” this proposal;

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Revocability of Proxies and Changes to a Towers Watson Stockholder’s Vote

A Towers Watson stockholder has the power to change its vote at any time before its shares of Towers Watson common stock are voted at the Towers Watson special meeting by:

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sending a written notice of revocation to the Secretary of Towers Watson at 901 N. Glebe Road Arlington, VA 22203 that is received by Towers Watson prior to 11:59 p.m., Eastern time, on November 17, 2015; or

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submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received no later than the deadline specified on the proxy card; or

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attending the Towers Watson special meeting and voting in person.

Please note, however, that any beneficial owner of Towers Watson common stock whose shares are held in “street name” through a brokerage firm, bank, trust company or other nominee may revoke its proxy and vote its shares in person at the Towers Watson special meeting only in accordance with applicable rules and procedures as employed by such beneficial owner’s brokerage firm, bank, trust company or other nominee. If your shares are held in an account at a broker, bank, trust company or other nominee, you must follow the directions you receive from your bank, broker, trust company or other nominee in order to change or revoke your vote and should contact your broker, bank, trust company or other nominee to change your vote.

Attending the Towers Watson special meeting will NOT automatically revoke a proxy that was submitted through the Internet or by telephone or mail.

Solicitation of Proxies

Towers Watson will bear the cost of soliciting proxies from its stockholders, except that the costs associated with filing, printing, publication and mailing of this joint proxy statement/prospectus to both Towers Watson’s stockholders and Willis’ shareholders will be borne and discharged one-half by Towers Watson and one-half by Willis. Towers Watson will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock. Towers Watson has retained MacKenzie, a professional proxy solicitation firm, to assist in the solicitation of proxies for a fee not expected to exceed $75,000. Towers Watson has also agreed to reimburse MacKenzie for reasonable out-of-pocket expenses incurred in connection with the proxy solicitation and to indemnify MacKenzie against certain losses, claims and expenses. In addition to solicitations by mail, Towers Watson’s directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.

Attending the Towers Watson Special Meeting

Subject to space availability and certain security procedures, all Towers Watson stockholders as of the record date, or their duly appointed proxies, may attend the Towers Watson special meeting. Admission to the Towers Watson special meeting will be on a first-come, first-served basis.

If you hold your shares of Towers Watson common stock in your name as a stockholder of record and you wish to attend the Towers Watson special meeting, you must present your proxy and evidence of your stock ownership, such as your most recent account statement, to the Towers Watson special meeting. You should also bring valid picture identification.

If your shares of Towers Watson common stock are held in “street name” in a stock brokerage account or by a bank, trust company or other nominee and you wish to attend the Towers Watson special meeting, you need to bring a copy of a bank or brokerage statement to the Towers Watson special meeting reflecting your stock ownership as of the record date. You should also bring valid picture identification.

Assistance

If you need assistance in completing your proxy card or voting instruction form or have questions regarding the Towers Watson special meeting, please contact MacKenzie, the proxy solicitation agent for Towers Watson, by mail at 105 Madison Avenue, New York, NY 10016. Banks and brokers call collect: (212) 929-5500; all others call toll free: (800) 322-2885. Alternatively, you can email proxy@mackenziepartners.com.

TOWERS WATSON PROPOSALS

Towers Watson Merger Proposal

As discussed throughout this document, Towers Watson is asking its stockholders to approve the Towers Watson Merger Proposal. Pursuant to the Merger Agreement, Willis will combine with Towers Watson in an all-stock merger of equals transaction. Merger Sub, a wholly-owned direct subsidiary of Willis, will merge with and into Towers Watson, with Towers Watson continuing as the surviving corporation (referred to as the “surviving corporation”). Following the Merger, Towers Watson will be a subsidiary of Willis and the Towers Watson common stock will be delisted from the NASDAQ, deregistered under the Exchange Act and cease to be publicly traded.

Holders of shares of Towers Watson common stock should read carefully this document in its entirety, including the appendices, for more detailed information concerning the Merger Agreement and the Merger. In particular, holders of shares of Towers Watson common stock are directed to the Merger Agreement, a copy of which is attached as Annex A to this document.

Completion of the Merger is conditioned on approval of the Towers Watson Merger Proposal.

Vote Required and Towers Watson Board Recommendation

The Towers Watson board of directors unanimously recommends a vote “FOR” the Towers Watson Merger Proposal.

Towers Watson Compensatory Arrangements Proposal

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder that were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Towers Watson is providing its stockholders with the opportunity to cast a non-binding, advisory vote at the Towers Watson special meeting to approve the compensation that may be paid or become payable to Towers Watson’s named executive officers in connection with the Merger and the agreements and understandings pursuant to which such compensation may be paid or has become payable in connection with the Merger. This non-binding advisory proposal relates only to the contractual obligations of Towers Watson that exist as of the completion of the Merger that may result in a payment to Towers Watson’s named executive officers in connection with the consummation of the Merger (regardless of the timing of payment) and does not relate to any new compensation or other arrangements following the Merger.

The Towers Watson board unanimously recommends that the Towers Watson stockholders approve the following resolution:

RESOLVED, that the compensation that may be paid or become payable to Towers Watson’s named executive officers in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K under “The Merger—Interests of Towers Watson’s Directors and Executive Officers in the Transaction—Golden Parachute Compensation,” is hereby APPROVED.

This vote on executive compensation payable in connection with the Merger is a vote separate and apart from the vote to approve the Merger. Accordingly, Towers Watson stockholders may vote to approve the compensation that may be paid or become payable to Towers Watson’s named executive officers in connection with the Merger and vote to not approve the Merger and vice versa. Because the vote is advisory in nature only, it

will not be binding on Towers Watson or the surviving corporation. Accordingly, if the Merger is consummated, Towers Watson will be contractually obligated to pay the compensation payable under such arrangements, subject only to the conditions applicable thereto, regardless of the outcome of the advisory vote.

The Merger is not conditioned on the approval of the Towers Watson Compensatory Arrangements Proposal.

Vote Required and Towers Watson Board Recommendation

The Towers Watson board of directors unanimously recommends a vote “FOR” the Towers Watson Compensatory Arrangements Proposal.

Towers Watson Adjournment Proposal

Towers Watson is asking its stockholders to approve the adjournment of the Towers Watson special meeting, or any adjournments thereof, to another time and place if necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes at the time of the Towers Watson special meeting to approve the Towers Watson Merger Proposal. The Merger Agreement provides that Towers Watson may not, subject to certain exceptions, postpone or adjourn the Towers Watson special meeting more than thirty (30) days after the date on which the Towers Watson special meeting was originally scheduled.

Completion of the Merger is not conditioned on the approval of the Towers Watson Adjournment Proposal. Accordingly, if all of the conditions to the Merger are satisfied or waived, Towers Watson intends to complete the Merger, whether or not the Towers Watson Adjournment Proposal has been approved.

Vote Required and Towers Watson Board Recommendation

The affirmative vote of a majority of the votes cast affirmatively or negatively on the Towers Watson Adjournment Proposal is required to approve the Towers Watson Adjournment Proposal.

The Towers Watson board of directors unanimously recommends a vote “FOR” the Towers Watson Adjournment Proposal.

Other Matters to Come Before the Towers Watson Special Meeting

No other matters are intended to be brought before the Towers Watson special meeting by Towers Watson. If, however, any other matters properly come before the Towers Watson special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with the judgment of management on any such matter.

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this joint proxy statement/prospectus as Annex A. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Transaction Structure

Consideration to Towers Watson Stockholders

In addition, Towers Watson intends to declare and pay the Towers Watson pre-merger special dividend prior to the closing date, in an amount of $4.87 per share of Towers Watson common stock.

No holder of Towers Watson common stock will be issued fractional Willis ordinary shares in the Merger. Each holder of Towers Watson common stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Willis ordinary share will receive, in lieu thereof, cash, without interest, in an amount equal to the proceeds from such sale by the exchange agent, if any, less any brokerage commissions or other fees, from the sale of such fractional Willis ordinary shares in accordance with such holders’ fractional interest in the aggregate number of Willis ordinary shares sold.

Post-Closing Matters

The Merger Agreement provides that following the Merger, subject to the applicable approvals by Willis shareholders at the Willis EGM, Willis will effect (i) the Consolidation and (ii) a change of name from Willis Group Holdings Public Limited Company to Willis Towers Watson Public Limited Company. Willis and Towers Watson also plan to combine Towers Watson with an existing U.S. subsidiary of Willis, with the existing U.S. subsidiary of Willis surviving, through a merger that will be effected immediately following the Merger.

Background of the Merger

The Willis board of directors regularly reviews and discusses Willis’ performance, risks, strategy and opportunities available to Willis. The Willis board of directors and management team review and evaluate the possibility of pursuing various strategic alternatives and relationships as part of Willis’ ongoing efforts to strengthen its businesses and enhance shareholder value, taking into account economic, regulatory, competitive and other conditions.

To support such reviews and evaluations, and to assist in certain ordinary course acquisition-related activities, Willis retained Perella Weinberg Partners LP, (referred to as “Perella Weinberg”), as a financial advisor on March 29, 2013. Part of this mandate was on a regular basis to assist the Willis board of directors and management in reviews of efforts to enhance shareholder value, including the value of organic initiatives and also evaluating potential strategic options for Willis. Between April 2013 and November 2014, Perella Weinberg worked with Willis management to gather and review information in order for Willis to consider potential strategic alternatives.

As part of this regular, ongoing process, at a November 6, 2014 meeting, Willis management reviewed with Perella Weinberg Willis’ strategic plan and the insurance brokerage industry landscape. Willis management and Perella Weinberg also discussed Willis’ competitive position and a broad, expansive range of potential strategic opportunities and the potential benefits that Willis might realize from a strategic transaction, such as a merger, that would provide enhanced scale for the company. On December 3, 2014, Willis management again met with representatives of Perella Weinberg to review Willis’ business and to discuss and evaluate potential strategic opportunities.

The Towers Watson board of directors engages in a regular strategic planning process and regularly reviews and discusses at board meetings, including in contact with its financial advisors, Towers Watson’s performance, risks, opportunities and strategy. As part of this process, representatives of Towers Watson from time to time have had conversations with representatives of other companies. At a meeting of the Towers Watson board of directors in May 2013, Mr. Haley discussed with the Towers Watson board of directors, among other potential strategic transactions, the possibility of pursuing a potential business combination transaction with Willis. The Towers Watson board of directors instructed Mr. Haley not to pursue such possibility at that time.

Mr. Haley and Dominic Casserley, Chief Executive Officer of Willis, initially scheduled a meeting in December 2014 in London to discuss existing commercial arrangements between the parties, including Willis’ use of Towers Watson’s health insurance exchange platform, other aspects of their respective businesses and industry perspectives. This meeting was rescheduled for January 2015.

On January 26, 2015, Mr. Haley and Mr. Casserley met in London to discuss the existing commercial arrangements between Willis and Towers Watson. During the meeting, Mr. Casserley raised a potential business combination between the two parties and reviewed the potential overall strategic benefits and potential synergies of a combination of Towers Watson and Willis. Mr. Haley and Mr. Casserley both indicated that they believed a business combination could provide significant benefits to Willis shareholders and Towers Watson stockholders, and each executive was open to further discussions on this topic. They agreed to involve in the discussion members of their respective management teams—Anne Pullum, Director of Corporate Development of Willis and Gordon Gould, Managing Director of Special Projects at Towers Watson—and agreed on a preliminary scope of work that would be necessary to further explore a combination.

On January 27, 2015, in connection with the Willis board of directors’ regular review of potential strategic merger or acquisition candidates, James F. McCann, Chairman of the Board of Directors of Willis, Willis management and representatives of Perella Weinberg, met to discuss potential combination candidates for Willis, which included, among others, Towers Watson.

In early February 2015, Mr. Haley called Mr. Gould to involve him in the discussions and Mr. Casserley called Ms. Pullum, to involve her as well.

On February 18, 2015, Mr. Casserley and Mr. Haley held a call as a follow-up to the discussion on January 26. During this call, Mr. Casserley and Mr. Haley refined the preliminary scope of work for a potential business combination and agreed to proceed to jointly explore the strategic rationale for, and potential synergies of, such a combination. Mr. Casserley and Mr. Haley agreed to meet again on April 10, 2015 to review this work.

In mid-February, 2015, Mr. Haley briefed Linda Rabbitt, Towers Watson’s lead independent director, regarding his discussions with Mr. Casserley with respect to a potential transaction with Willis. Later that month,

Mr. Haley called Gene Wickes, Managing Director of Benefits at Towers Watson to involve him in the discussions and Mr. Casserley called Timothy Wright, Chief Executive Officer of Willis International, to involve him as well.

On March 19, 2015, Willis and Towers Watson entered into a mutual confidentiality agreement, including a mutual standstill provision.

Mr. Gould and Ms. Pullum had a number of conversations regarding an agenda for their upcoming meeting on April 1, 2015. On April 1, 2015, Ms. Pullum and Mr. Wright met with Mr. Gould and Mr. Wickes to discuss the preliminary work regarding the strategic rationale and potential synergy opportunities of a combination, as well as the cultural compatibility of the companies, as a prelude to the meeting on April 10, 2015. Separately, Mr. Haley and Mr. McCann met over dinner and agreed to keep an open line of communication throughout the preliminary discussions. Mr. Haley continued to update Ms. Rabbitt regarding developments during this period.

On April 10, 2015, Mr. Casserley, along with Ms. Pullum and Mr. Wright, met with Messrs. Haley, Gould and Wickes in Washington D.C. During the meeting, they discussed, among other things, the strategic rationale for a potential business combination between Willis and Towers Watson, value creation opportunities, on a segment-by-segment basis, and potential synergies of such a combination.

On April 24, 2015, executives from Towers Watson, including Mr. Gould, Mr. Wickes, Jim Foreman, Managing Director of Exchange Solutions, Cecil Hemingway, Managing Director, Global Health and Benefits, and Eric Speer, Managing Director of Risk Consulting & Software, and executives from Willis, including Ms. Pullum, Mr. Wright, Jim Blaney, Director of the Willis North America Human Capital Practice, Todd Jones, Chief Executive Officer of Willis North America, and Christine LaSala, Chairwoman of Willis North America, met in New York to continue exploring a potential business combination. The executives discussed, among other things, initial assumptions regarding value creation opportunities and potential synergies between Willis and Towers Watson, including the potential sources of, and ability to capture, such opportunities, as well as cultural compatibility between the two organizations.

On May 1, 2015, at a meeting in London, Messrs. Casserley, Jones and Wright and Ms. Pullum and Messrs. Haley, Wickes, Gould and Speer continued their discussions regarding a potential business combination transaction. The parties reviewed a variety of topics, including the strategic rationale for the combination, cultural compatibility of the companies, value creation opportunities and a potential transaction timeline, although they did not discuss the potential terms of such a transaction. The parties determined at this meeting to move beyond the preliminary discussions and to involve additional members of their management teams. They also agreed to each formally engage financial advisors to assist in assessing the feasibility of a transaction.

Following the meeting on May 1, 2015, Mr. Casserley reviewed the discussions with Towers Watson with Mr. McCann, including the potential benefits of a business combination. Thereafter, Mr. McCann separately contacted each of the members of the Willis board of directors to update them regarding recent discussions with Towers Watson with respect to a potential business combination. Mr. Haley also discussed these matters with members of the Towers Watson board of directors.

On May 3, 2015, Mr. Haley spoke with representatives of BofA Merrill Lynch regarding the possibility of engaging BofA Merrill Lynch as Towers Watson’s financial advisor in connection with the potential transaction. Following this discussion, BofA Merrill Lynch began advising, and was subsequently engaged, as Towers Watson’s financial advisor with respect to the potential transaction.

On May 4, 2015, the Towers Watson board of directors convened a special telephonic meeting to discuss the potential transaction with Willis and to receive updates on various other matters. Members of Towers Watson management, including Kirkland Hicks, Towers Watson’s Vice President, General Counsel and Secretary, also participated in the meeting. Mr. Haley briefed the board regarding the preliminary discussions between Towers Watson and Willis management and the strategic rationale for the transaction. After discussion, the Towers

Watson board of directors determined that it was advisable to appoint a committee (referred to as the “Towers Watson Special Committee” or the “Special Committee”) consisting of four independent directors, Brendan O’Neill (chairman), Victor Ganzi, Linda Rabbitt and Paul Thomas, to initially assess matters relating to a potential combination with Willis. The Towers Watson board of directors believed appointment of the Special Committee would enable the directors to evaluate the potential combination in an efficient manner. The board also agreed to discuss the potential transaction in detail at the upcoming board meeting in mid-May.

On May 7, 2015, representatives of Perella Weinberg met with representatives of BofA Merrill Lynch to recap the discussions then to date between Willis and Towers Watson and to discuss initial considerations regarding the proposed transaction process and timeline.

On May 11, 2015, Mr. Haley spoke with Mr. Casserley over the phone and, later that evening, had dinner with Mr. McCann. During these meetings, Mr. Haley proposed that the pro forma split in equity ownership of the combined company between shareholders and stockholders of the two companies be based on market capitalization. Mr. Casserley and Mr. McCann suggested during these meetings that the pro forma ownership of the combined company should be based on the relative contribution of several different financial metrics of the two companies, which would result in Willis’ shareholders owning a larger percentage of the combined company than under a market capitalization approach. Mr. Haley and Messrs. Casserley and McCann did not reach an agreement regarding the approach and would continue to consider the alternatives. Mr. Haley continued to provide updates to the Towers Watson directors regarding these discussions.

On May 14, 2015, the Willis board of directors convened an informational telephonic meeting to discuss Willis’ business and opportunities, Willis’ industry and potential strategic alternatives available to Willis. Representatives of Perella Weinberg, Weil, Gotshal & Manges LLP, counsel to Willis, (referred to as “Weil”), and Matheson, Irish counsel to Willis, also participated in this meeting. At this meeting, the Willis board of directors, together with representatives of Willis management, Perella Weinberg and Weil (i) reviewed the value creation expected from Willis’ strategic plan and (ii) discussed strategies Willis might pursue as an alternative to Willis’ strategic plan, including a potential business combination with Towers Watson or other companies, a sale of Willis or certain businesses, acquiring another business or a leveraged recapitalization. For each of the alternatives presented, the Willis board of directors evaluated with its advisors and Willis management the strategic rationale, the benefits, risks and feasibility of such proposed alternatives, including continuing with Willis’ current strategy and not engaging in a significant transaction. During the meeting, Mr. Casserley, other members of Willis management, representatives of Perella Weinberg and Weil also updated the Willis board of directors on the status of discussions with Towers Watson. The presentation included, among other things, a detailed review of the rationale for such a transaction, potential terms, potential synergies and risks and next steps. Throughout the meeting, the Willis directors discussed the matters presented, and Willis management and representatives of Perella Weinberg and Weil answered the directors’ questions. The Willis board of directors directed management to continue discussions with Towers Watson regarding a potential combination, to continue to work with Willis’ advisors on assessing that alternative and other potential strategic alternatives, including the pros and cons of each, and to present a detailed update on those matters at the next informational meeting.

On the same date, the Towers Watson Special Committee held an in-person meeting to discuss the potential transaction with Willis. Messrs. Haley, Wickes and Hicks were also in attendance. The Special Committee received a detailed summary from Mr. Haley regarding the proposed merger of equals opportunity with Willis, including a description of his recent conversations with Mr. Casserley and the substance of prior meetings between various members of Towers Watson’s and Willis’ management teams. The presentation also included a description of the potential value proposition, cultural compatibility and strategic rationale for the proposed transaction. Messrs. Haley and Wickes then discussed with the Special Committee the preliminary work performed regarding synergies that might be created by such a transaction and the likelihood of achieving those synergies. The Special Committee also discussed Towers Watson’s competitive position within the industry and several other potential transaction opportunities that had been considered, as well as the pros and cons of such opportunities as compared to the proposed combination with Willis. Members of the Special Committee noted

Mr. Haley’s track record with prior “merger of equals” transactions and asked Ms. Rabbitt to discuss the combined company’s leadership with Willis’ Chairman. The Special Committee also discussed the external legal, tax and financial advisors to be engaged in connection with the transaction, and Mr. Hicks discussed with the Special Committee members their fiduciary duties in connection with their review of the potential transaction. The Special Committee directed management to present to the full board of directors a detailed update regarding Willis and the proposed transaction. Following the meeting, Ms. Rabbitt spoke with Mr. McCann by telephone to discuss the potential leadership structure of the combined company. Subsequently, Mr. McCann spoke to Mr. Casserley and a number of the other members of the Willis board of directors about the proposal that Mr. Haley serve as the Chief Executive Officer of the combined company, and Mr. Casserley agreed that would be a good outcome.

On May 15, 2015, the Towers Watson board of directors held a regular, in-person meeting in Toronto, Canada, at which certain members of Towers Watson management were also present. Following a discussion of matters unrelated to the proposed transaction, all of the members of management other than Messrs. Haley, Hicks and Wickes were excused from the meeting. Mr. Haley provided an update regarding the prior meetings and conversations between Towers Watson and Willis senior management. The full board was also updated regarding the actions of the Special Committee. The directors determined that the full board could act as efficiently as the Special Committee and therefore future board-level discussions regarding the transaction would be undertaken by the full board of directors. The board of directors reviewed other potential transaction opportunities that had been considered, as well as the pros and cons of such opportunities as compared to the proposed combination with Willis. The directors discussed the leadership of the combined company were the transaction to proceed, as well as a potential timeline for such a transaction. The board of directors also discussed their confidentiality obligations and the risk of market rumours, as well as a range of topics relating to the proposed combination, including, among others, potential tax, cost and revenue synergies and methodologies for the calculation thereof; the business outlook for Willis and Towers Watson as standalone companies; cultural compatibility of the companies; potential regulatory requirements relating to a merger with an insurance broker; and analyst coverage of Willis. Following this discussion, Mr. Haley and the Towers Watson executives were excused from the meeting while the independent directors continued to discuss the foregoing matters in executive session.

On May 19, 2015, Ms. Rabbitt spoke again with Mr. McCann by telephone regarding the potential leadership structure of the combined company. It was determined that Mr. Haley would lead the combined company as Chief Executive Officer.

On May 20, 2015, representatives of Willis and its advisors, Perella Weinberg, Weil and Matheson, met at Perella Weinberg’s offices in New York with representatives of Towers Watson and its advisors, BofA Merrill Lynch and Gibson, Dunn and Crutcher, LLP, (referred to as “Gibson Dunn”). The parties discussed the potential structure for the transaction, including initial tax structuring questions, the framework for due diligence review and a timeline and work plan for evaluating and pursuing a potential business combination of Willis and Towers Watson. The parties agreed to schedule due diligence meetings to evaluate various aspects of each other’s businesses. They also agreed to consider potential transaction structures and continue to develop a transaction timeline.

On the same day, Mr. Gould and Mr. Foreman met with representatives of Willis’ outside consultant, McKinsey & Company, referred to as McKinsey, and BofA Merrill Lynch to discuss a potential joint venture between Willis and Towers Watson that would leverage Towers Watson’s health care exchange business.

On May 26, 2015, Willis engaged Ernst & Young LLP to provide tax advice and assist Willis with its diligence review of Towers Watson tax matters.

On May 27, 2015, representatives of Perella Weinberg spoke with representatives of BofA Merrill Lynch regarding the potential merger consideration, exchange ratio and resulting pro forma ownership of the combined company by Willis shareholders and Towers Watson stockholders.

On May 29, 2015, Mr. Haley and Mr. Casserley discussed certain preliminary terms for the proposed combination, including the form of consideration (including the possibility of a pre-merger special dividend payable to Towers Watson stockholders), exchange ratio and resulting pro forma ownership of the combined company by Willis shareholders and Towers Watson stockholders. It had been suggested that a pre-merger special dividend payable to Towers Watson stockholders could be included in the structure to bridge portions of the differences in pro forma ownership resulting from the varying structures. In addition, Mr. Haley and Mr. Casserley discussed post-closing organizational matters, which included the combined company’s potential continued Irish domicile, the post-closing management structure, the post-closing board composition and the location of the combined company’s headquarters. Mr. Haley continued to update the Towers Watson directors regarding developments in the discussions.

On June 1, 2015, Mr. Casserley and Mr. McCann met with Mr. Haley and Mr. Ganzi in New York to discuss the form of consideration, pro forma ownership of the combined company by Willis shareholders and Towers Watson stockholders and the exchange ratio implied thereby. Towers Watson proposed a transaction structure that included payment of a pre-merger special dividend to its stockholders of $500 million and resulted in Willis’ shareholders and Towers Watson stockholders owning approximately 51% and 49%, respectively, of the combined company on a fully-diluted basis using the treasury stock method. This transaction structure assumed that the exchange ratio would be based on the then-current trailing 60-day volume-weighted average prices for Willis’ ordinary shares and Towers Watson’s common stock rather than on the companies’ respective earnings metrics.

Between June 1, 2015 and June 7, 2015, Mr. Haley and Mr. Gould had several telephone calls with BofA Merrill Lynch representatives to discuss the financial implications of the various proposals regarding transaction structure and merger consideration.

On June 2, 2015, Willis’ advisors formally engaged McKinsey on Willis’ behalf to assist with commercial due diligence on the private health insurance exchange marketplace. Subsequent to that, Willis and its advisors had several meetings and discussions with McKinsey regarding its findings.

On June 5, 2015, Mr. Haley and Mr. Casserley held a call to discuss Willis’ response to the June 1 Towers Watson proposal. Mr. Casserley proposed a revised structure that did not include a pre-merger special dividend to the Towers Watson stockholders and that resulted in Willis shareholders owning approximately 50.1% of the combined company and Towers Watson stockholders owning approximately 49.9% of the combined company, in each case on a fully-diluted basis using the treasury stock method, resulting in an implied exchange ratio of 2.632 Willis ordinary shares for each outstanding share of Towers Watson common stock. Mr. Haley emphasized the importance that the structure include a pre-merger special dividend payable to the Towers Watson stockholders.

On June 7, 2015, Mr. Haley and Mr. Ganzi called Mr. Casserley and Mr. McCann to discuss Willis’ June 5 proposal. Mr. Haley and Mr. Ganzi proposed a revised structure that would include payment of a $337 million pre-merger special dividend (approximately $4.87 per share) to Towers Watson stockholders and result in Willis’ shareholders and Towers Watson’s stockholders owning approximately 50.1% and 49.9%, respectively, of the combined company on a fully-diluted basis using the treasury stock method. This revised structure assumed that the exchange ratio would be based on the 60-day volume-weighted average prices for Willis ordinary shares and Towers Watson common stock as of June 5, 2015. This proposed structure represented an effective exchange ratio of approximately 2.632 Willis ordinary shares for each outstanding share of Towers Watson common stock after adjusting for the pre-merger special dividend, subject to adjustments due to fluctuation in the number of outstanding shares, options and restricted stock units of each company between June 5, 2015 and the closing of the transaction.

On June 9, 2015, representatives of Weil, at the direction of Willis, sent to representatives of Gibson Dunn a draft merger agreement. The draft agreement provided, among other things, that the merger consideration would solely consist of Willis ordinary shares, for reciprocal termination fees (with the fees to be measured by reference

to a percentage of transaction value to be agreed upon) and for a mutual “fiduciary out” provision permitting either party to terminate the merger agreement to enter into an alternative unsolicited superior transaction conditioned upon payment of the termination fee, and placed reciprocal customary restrictions on Willis’ and Towers Watson’s respective ability to take certain actions during the period between signing and closing.

From June 9 until June 12, 2015, representatives of Willis, Perella Weinberg and Weil and representatives of Towers Watson, BofA Merrill Lynch and Gibson Dunn attended management and due diligence meetings at Weil’s offices in New York covering various aspects of Willis’ and Towers Watson’s businesses. During this period, Willis, Towers Watson and their advisors continued their respective due diligence reviews.

Also on June 9, 2015, Mr. Haley and Mr. McCann spoke over the telephone to clarify the main points of Towers Watson’s June 7 proposal, including with respect to pro forma ownership of the combined company and the pre-merger special dividend that would be payable to Towers Watson stockholders.

On June 10, 2015, Mr. Casserley met with Mr. Haley in London and agreed in principle to the transaction structure proposed by Towers Watson on June 7, 2015, which provided that immediately following the transaction, Willis shareholders would own, on a fully diluted basis, approximately 50.1% of the combined company, and Towers Watson stockholders would own approximately 49.9% of the combined company, with the exact exchange ratio to be determined based on (a) the expected number of outstanding shares, options and restricted stock units of each company as of the closing date of the transaction (including permitted pre-closing issuances by each company) and (b) the 60-day volume-weighted average prices for Willis ordinary shares and Towers Watson common stock as of June 5, 2015, adjusted for a pre-merger special dividend to be paid to Towers Watson stockholders prior to the consummation of the merger in the aggregate amount equal to $337 million. This structure resulted in an effective exchange ratio of approximately 2.632 Willis ordinary shares for each outstanding share of Towers Watson common stock, subject to adjustments due to fluctuation in the expected number of outstanding shares, options and restricted stock units of each company as of the closing date of the transaction (including permitted pre-closing issuances by each company). Mr. Casserley and Mr. Haley agreed to include the pre-merger special dividend in order to achieve the targeted pro forma ownership levels. Mr. Haley continued to provide the Towers Watson directors with updates regarding his discussions with Mr. Casserley.

Later that day, Mr. Haley and Mr. Gould met with representatives from The Boston Consulting Group, (referred to as “BCG”), regarding the engagement of BCG as an external advisor to Towers Watson to perform comprehensive due diligence and synergies analysis, as well as to undertake a thorough review of Willis’ business and the insurance brokerage industry.

On June 12, 2015, Towers Watson executed an engagement letter with BCG retaining BCG’s services as an external advisor in connection with the proposed transaction.

On June 14, 2015, the Towers Watson board of directors held a special telephonic meeting to discuss the status of the proposed transaction. Representatives of Towers Watson management, BofA Merrill Lynch, Gibson Dunn and BCG also attended the meeting. Mr. Haley summarized the status of discussions and other work streams related to the proposed transaction with Willis. He noted that BCG had been engaged to conduct comprehensive diligence on Willis, including the potential synergies that could result from the proposed combination, as well as with respect to the insurance brokerage industry generally, including the relative position of Willis in the industry. The directors discussed the general components of the proposed transaction, including the payment of a special dividend, the relative pro forma equity ownership of the combined company by the Towers Watson stockholders and Willis shareholders, and that the stock exchange ratio for the transaction would ultimately be determined based on the ratio of each company’s 60-day trailing, volume-weighted average stock price as of June 5, 2015 and the number of outstanding shares, options and restricted stock units of each company as of the closing date of the transaction (including permitted pre-closing issuances by each company). The Towers Watson board of directors also discussed the rationale for the transaction, the complementary strategies

that could result from combining the advisory, brokerage and solutions businesses of the two companies, the respective strengths of Willis and Towers Watson, and the potential benefits resulting from the proposed combination, including the potential tax, cost and revenue synergies.

The Towers Watson board of directors received briefings from management regarding the key findings, and status, of due diligence and were informed by Roger Millay, Vice President and Chief Financial Officer of Towers Watson, that Towers Watson had engaged Ernst & Young LLP to conduct additional financial diligence on Willis. Norman Buchanan, Global Tax Director, briefed the Towers Watson board of directors on the proposed transaction structure and summarized various tax considerations. The Towers Watson board of directors discussed a range of other issues, including how the market might view the proposed combination, and the Towers Watson board of directors requested that more detailed information be provided at an upcoming meeting regarding potential synergies of the proposed transaction.

On June 16, 2015, additional due diligence meetings were held at Gibson Dunn’s offices in Washington, D.C. among the representatives of Willis, Towers Watson, Weil and Gibson Dunn.

Also on June 16, 2015, the Willis board of directors convened a telephonic informational meeting. Representatives of Willis management, Perella Weinberg, Weil and Matheson also participated in the meeting. At this meeting, the Willis board of directors again discussed potential strategic alternatives available to Willis, including the continued attractiveness of the organic strategic plan. As they did at the prior board meeting, for each of the alternatives presented, the Willis board of directors evaluated with its advisors and Willis management the strategic rationale, the benefits, risks and feasibility of such proposed alternatives, including continuing with Willis’ current strategy and not engaging in a significant transaction. In addition, representatives of Willis management, Perella Weinberg and Weil provided a detailed update regarding the status of discussions with Towers Watson, including, among other things, the proposed transaction and organizational structure, the proposed exchange ratio and pre-merger special dividend, the merger agreement, including the proposed terms of the transaction, and the results of due diligence to date and next steps. Willis management and Perella provided an update on the financial analyses and details regarding potential value creation opportunities and synergies as a result of the proposed transaction, as well as potential risks and other considerations. Throughout the meeting, the Willis directors discussed the matters presented, and Willis management and representatives from Perella Weinberg, Weil and Matheson answered the directors’ questions. The Willis board of directors expressed a preliminary view that the proposed transaction with Towers Watson had greater benefits and fewer risks than any of the other strategic alternatives considered and that no such alternative was preferable to the proposed business combination with Towers Watson. At the conclusion of the meeting, the Willis board of directors instructed the representatives of Willis management, Perella Weinberg, Weil and Matheson to continue their discussions with Towers Watson and its representatives and continue their work towards a potential business combination of the companies. The Willis board of directors also asked for an additional detailed update and review of the potential Towers Watson transaction at the next informational meeting.

On June 17, 2015, Gibson Dunn provided Weil with comments to the draft merger agreement. Among other things, their comments contemplated that ValueAct, an approximately 10.3% Willis shareholder, would agree to vote the Willis ordinary shares it beneficially owned in favor of the proposed transaction. Over the next several days, representatives of Gibson Dunn and Weil continued to exchange drafts of the merger agreement and negotiate its terms. The due diligence review by each of Willis and Towers Watson also continued during this period and until the date of signing of the merger agreement.

On June 17, 18 and 19, representatives from Willis and Towers Watson, including Mr. Millay and John Greene, Willis’ Chief Financial Officer, conducted additional financial due diligence, which included a detailed review of financial projections prepared by each company. Telephonic meetings were held for each party to discuss the background and preparation of its financial projections, explain the assumptions underlying each set of financial projections by segment and address questions from management. On June 19, Weil sent Gibson Dunn a revised draft of the merger agreement.

On June 20, 2015, the Towers Watson board of directors held an in-person special meeting in Washington, D.C. Representatives of Towers Watson management, BofA Merrill Lynch, Gibson Dunn and BCG were also in attendance. The management team presented an update on the status of the potential transaction with Willis and on the due diligence performed to date. BofA Merrill Lynch discussed on a preliminary basis financial matters pertaining to the proposed transaction, including an overview of the exchange ratio mechanics. Representatives from BCG discussed its synergies analysis, as well as the rationale for, and potential risks of, the potential transaction. After full discussion with representatives of BofA Merrill Lynch and BCG, respectively, and thereafter in executive session in which all non-directors other than Mr. Hicks and a representative from Gibson Dunn were excused, Mr. Hicks and the representative from Gibson Dunn explained in detail the fiduciary duties applicable to the directors’ review of the transaction, as well as the relevant provisions of Delaware law. The representative from Gibson Dunn also shared his perspective on the diligence process and the diligence that had been performed to date. After answering questions posed by the directors, Mr. Hicks and the representative from Gibson Dunn left the meeting and the directors continued to discuss the proposed transaction. After further discussion, Mr. Haley was excused from the meeting and the independent directors continued to discuss the matters presented at the meeting and the proposed transaction in executive session.

On June 23, 2015, representatives from Willis and Towers Watson, together with representatives of BofA Merrill Lynch, Perella Weinberg and McKinsey, met at McKinsey’s offices in New York to discuss potential synergies that could arise from the transaction. Following the meeting with McKinsey, representatives from Willis, Towers Watson, Perella Weinberg and BofA Merrill Lynch met in New York to discuss potential post-signing investor communications in connection with the proposed transaction. Gibson Dunn provided Weil with revisions to the draft merger agreement during the evening of June 23, 2015.

On June 24, 2015, the Willis board of directors convened a telephonic informational meeting during which representatives of Willis management, Perella Weinberg, Weil and Matheson provided the Willis board of directors with a detailed update on the proposed transaction with Towers Watson, including an update on the structure of the transaction and organizational structure of the combined company, financial considerations, key due diligence findings and risks and other considerations. Representatives from Willis management also provided a description of the proposed communications plan. Representatives from McKinsey joined the meeting and presented their findings to Willis management and the board of directors. The Willis board of directors, Willis management and Willis’ advisors discussed such findings, and thereafter, McKinsey was excused from the meeting. Representatives from Weil then provided an update on the current status of negotiations of the merger agreement and the material terms of such agreement, and they described regulatory considerations in connection with the proposed transaction. Weil and Matheson also highlighted the fiduciary duties of the Willis board of directors. A question and answer session followed, during which the Willis directors discussed the matters presented and asked questions of Willis management and representatives of Weil regarding the proposed transaction. Representatives from Perella Weinberg again provided the Willis board of directors with its financial analysis of Willis, Towers Watson and the proposed transaction. The Willis board of directors discussed the financial analysis and gave Willis management and Perella Weinberg guidance regarding determination of the exchange ratio.

On June 25, 2015, representatives of Willis and Towers Watson, together with representatives of Perella Weinberg and BofA Merrill Lynch, discussed the calculations underlying the exchange ratio. Weil also sent Gibson Dunn additional comments on the draft merger agreement.

On June 27, 2015, after further discussions and negotiations among representatives of Willis, Towers Watson, Perella Weinberg and BofA Merrill Lynch, Willis and Towers Watson agreed that, consistent with the agreement reached on June 10, 2015, immediately following the consummation of the merger, Willis shareholders would own, on a fully diluted basis (using the treasury stock method), approximately 50.1% of the combined company and Towers Watson stockholders would own approximately 49.9% of the combined company, the pre-merger special dividend would be $4.87 in cash per share of common stock of Towers Watson (an aggregate amount equal to $337 million) and that, based on the number of outstanding shares, options and

restricted stock units of each company as of June 26, 2015 (and after taking into account permitted pre-closing issuances by each company), the exchange ratio would be 2.6490 ordinary shares of Willis for each outstanding share of Towers Watson common stock. The agreed transaction structure, including the pro forma ownership of the combined company, pre-merger special dividend and exchange ratio, reflected fully diluted share figures for Willis and Towers Watson as of such date, using the treasury stock method.

On June 27, 2015, the Towers Watson board of directors convened a special telephonic meeting to review the transaction. Members of Towers Watson management and representatives from each of BofA Merrill Lynch, Gibson Dunn and BCG also participated in the meeting. The board of directors received an update on the transaction structure, merger agreement negotiations and financial due diligence, as well as additional information relating to potential synergies. BCG then addressed in more detail the potential risks, cost synergies and revenue synergies in connection with the transaction. Mr. Hicks summarized for the board proposed board resolutions to approve the transaction and the representative from Gibson Dunn provided a detailed review of the key aspects of the merger agreement, including, among others, the provisions concerning the board’s ability to change its recommendation with respect to the proposed transaction and the circumstances under which Towers Watson could be required to pay a termination fee. The representative from Gibson Dunn then discussed with the directors their fiduciary duties in connection with their evaluation of the proposed transaction. A question and answer session ensued, during which the directors asked several questions of Mr. Hicks and the Gibson Dunn representative. BofA Merrill Lynch reviewed with the board on a preliminary basis financial aspects of the proposed transaction, including the Exchange Ratio and Towers Watson pre-merger special dividend. Thereafter, the directors excused all attendees but Mr. Hicks and continued to discuss the transaction, including the financial aspects reviewed by BofA Merrill Lynch and the proposed revenue, tax and cost synergies, before concluding the meeting with a discussion of the foregoing matters in executive session.

During the remainder of June 27, 2015 and throughout the day on June 28, 2015, representatives from Gibson Dunn discussed with members of the Towers Watson board of directors various questions raised following the June 27 meeting. Among other things, the board members asked questions regarding the merger agreement and their fiduciary obligations to Towers Watson stockholders.

Gibson Dunn sent Weil a revised draft of the merger agreement on the evening of June 27, 2015 and, over the next two days, Gibson Dunn and Weil worked together to resolve the remaining open items in the draft merger agreement, which ultimately was finalized on June 29, 2015.

On June 28, 2015, representatives of Towers Watson and Willis management, together with representatives from Gibson Dunn and Weil, engaged in a series of telephone calls to finalize ancillary documents in connection with the merger agreement.

On June 29, 2015, the Willis board of directors held an in-person meeting in Dublin, Ireland. The Willis board of directors was joined at the meeting by representatives of Willis management, as well as representatives of Perella Weinberg and Weil. A representative of Weil reviewed with the Willis board of directors their fiduciary duties in connection with evaluating the proposed transaction, including a review of materials prepared by Matheson. Representatives of Willis management, Perella Weinberg and Weil then provided the Willis board of directors with a summary of the terms of the proposed transaction. Representatives of Weil presented a summary of the material terms of the merger agreement. Representatives of Willis and Weil also updated the board of directors on due diligence and risks and other considerations related to the proposed transaction. A question and answer session followed, during which the Willis directors discussed the matters presented and asked questions of Willis management and representatives of Weil. Representatives of Perella Weinberg then reviewed for the Willis board of directors its financial analysis of the proposed transaction and rendered to the Willis board of directors its oral opinion, confirmed by delivery of a written opinion dated June 29, 2015, to the effect that as of that date, and based upon and subject to the various assumptions, matters considered and limitations and qualifications described in its opinion, the Exchange Ratio was fair, from a financial point of view, to Willis. Following these presentations and discussions, the Willis board of directors unanimously

determined that it was advisable and in the best interests of Willis to enter into the merger agreement and the transactions contemplated by the merger agreement, and the board unanimously approved the merger agreement and the transactions contemplated by the merger agreement.

On the afternoon of June 29, 2015, the board of directors of Towers Watson convened a special telephonic meeting in which members of Towers Watson management and representatives of BofA Merrill Lynch and Gibson Dunn also participated. Mr. Hicks and the representative from Gibson Dunn provided an update on the legal aspects of the transaction, including certain provisions of the merger agreement and the fiduciary duties applicable to the directors’ review of the proposed transaction. BofA Merrill Lynch then reviewed with the board its financial analysis of the Exchange Ratio (after giving effect to the Towers Watson pre-merger special dividend) and rendered an oral opinion, confirmed by delivery of a written opinion dated June 29, 2015, to the board, to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, factors considered and limitations and qualifications described in the opinion, the Exchange Ratio (after giving effect to the Towers Watson pre-merger special dividend) was fair, from a financial point of view, to the holders of Towers Watson common stock.

Thereafter, representatives of BofA Merrill Lynch and other members of management, other than Mr. Hicks, were excused and the board met in executive session. Mr. Hicks and the representative from Gibson Dunn updated the board on additional legal developments, including amendments made to the employment agreements of various Willis executives. Mr. Hicks described the proposed resolutions providing for approval of the transactions and the directors asked questions of Mr. Hicks and the representative from Gibson Dunn. Following these presentations and discussions, the Towers Watson board of directors unanimously determined that it was advisable and in the best interests of Towers Watson and its stockholders to enter into the merger agreement and the transactions contemplated by the merger agreement, and the board unanimously approved the merger agreement and the transactions contemplated by the merger agreement.

Later on June 29, 2015, the merger agreement was finalized and was executed and delivered by Willis, Merger Sub and Towers Watson and the voting agreement was finalized and was executed and delivered by Towers Watson and ValueAct. During the remainder of the day, representatives of Towers Watson and Willis met in London to discuss communications to be made in connection with the announcement of the transaction and to prepare for the post-signing analyst call. The execution of the merger agreement was publicly announced on the morning of June 30, 2015.

Recommendation of the Willis Board of Directors and Willis’ Reasons for the Merger

The Willis board of directors unanimously recommends that you vote “FOR” the Willis Share Issuance Proposal, “FOR” the Willis Name Change Proposal and “FOR” the Willis Consolidation Proposal.

The Willis board of directors considered many factors in making its determination that the Merger Agreement, the Willis Share Issuance Proposal, the Willis Name Change Proposal and the Willis Consolidation Proposal and other transactions contemplated by the Merger Agreement are advisable and in the best interests of Willis and its shareholders. In arriving at its determination, the Willis board of directors consulted with Willis’ management, legal advisors, financial advisors, consultants and other representatives, reviewed a significant amount of information, considered a number of factors in its deliberations and concluded that the Merger is likely to result in significant strategic and financial benefits to Willis and its shareholders, including (not in any relative order of importance):

Strategic and Financial Considerations

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The expectation that the combination of Willis and Towers Watson would create a leading integrated, global advisory, broking and solutions firm serving a broad range of clients;

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The expectation that the combination would result in significantly increased scale, revenues and cost savings, creating a strong platform to deliver sustainable growth and substantial value for shareholders of both companies;

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The expectation that the combined company would have an enhanced credit profile with increased earnings and cash flow and better access to capital markets as a result of enhanced size and business diversification;

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The expectation that the combination would enable shareholders to participate in the value creation potential of the combined company resulting from:

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Highly achievable cost synergies ranging from $100-$125 million, expected to be fully realized within three years post close;

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A reduction of Towers Watson’s effective tax rate, expected to generate approximately $75 million of annual savings; and

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Significant incremental revenue opportunities expected to be realized progressively over the next few years;

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The Willis board of directors’ consideration of both the standalone Willis business plan and potential alternative transactions and its view, in consultation with its legal and financial advisors, that it was not probable that the standalone Willis business plan or any alternative transaction reasonably available to Willis within a reasonable timeframe would generate value to the Willis shareholders in excess of the value from the Merger, and that the Merger Agreement provided sufficient flexibility for the Willis board of directors to change its recommendation and for shareholders to turn down the Merger in the case of a superior proposal; and

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Information and discussions with Willis’ management regarding Towers Watson’s business, operations, financial condition, earnings and expectations regarding future prospects taking into account prevailing economic conditions in the industries in which Towers Watson operates.

Merger Agreement

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The view that the terms and conditions of the Merger Agreement and the transactions contemplated therein, including the representations, warranties, covenants, closing conditions and termination provisions, are comprehensive and favorable to completing the proposed transaction (see “The Merger Agreement—Representations and Warranties,” “The Merger Agreement—Covenants and Agreements” and “The Merger Agreement—Termination of the Merger Agreement; Termination Fees”);

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The expectation that the satisfaction of the conditions to completion of the transactions contemplated by the Merger Agreement is feasible in the fourth calendar quarter of 2015 (see “The Merger Agreement—Conditions to the Completion of the Merger”);

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The Merger Agreement contains prohibitions on Towers Watson seeking a superior proposal and requires Towers Watson to (i) pay Willis a termination fee of $255,000,000 if Willis or Towers Watson terminates the Merger Agreement under certain circumstances and (ii) reimburse Willis for any and all out-of-pocket fees and expenses up to $45,000,000 if Willis or Towers Watson terminates the Merger Agreement under other specified circumstances described in this document (see “The Merger Agreement—Termination of the Merger Agreement; Termination Fees”); and

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The ability of Willis, subject to certain conditions, to provide information to and to engage in discussions or negotiations with a third party that makes an unsolicited acquisition proposal, and the Willis board of directors’ ability to change its recommendation, if the Willis board of directors determines, in good faith, after consultation with its financial advisors and outside legal counsel, that the proposal would reasonably be expected to result in a superior proposal (see “The Merger Agreement—Covenants and Agreements”).

Financial Terms of the Merger

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The review by the Willis board of directors of the financial terms of the Merger, including the value of the Merger Consideration based on the Exchange Ratio relative to the then-current market prices and historical trading prices of Willis ordinary shares and Towers Watson common stock and the relative contribution of each of Willis’ and Towers Watson’s market capitalization and other financial metrics to the combined company.

Implied Ownership

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That existing Willis shareholders and Towers Watson stockholders are expected to hold approximately 50.1% and 49.9%, on a fully-diluted basis, respectively, of the Willis ordinary shares after completion of the combination (calculated on a fully diluted basis using the treasury stock method).

Analysis and Opinion of Financial Advisor

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The financial presentation to the Willis board of directors on June 29, 2015 and the opinion of Perella Weinberg rendered orally on June 29, 2015 and subsequently confirmed in writing on the same date to the effect that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the Exchange Ratio provided for in the Merger Agreement, is fair, from a financial point of view, to Willis.

Advice in Satisfaction of Irish Takeover Rule Requirements

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The view expressed by Perella Weinberg to the Willis board of directors at a meeting on June 29, 2015, that, based solely upon the conclusion set forth in its written fairness opinion referred to above, and subject to the assumptions, qualifications and limitations set forth in such opinion, as of such date the Merger is in the interests of Willis’ shareholders as such term is used in the Irish Takeover Rules.

Due Diligence

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The scope of the due diligence investigation of Towers Watson conducted by Willis management and outside advisors and consultants (which included in-depth reviews of organizational, operational, financial, commercial, regulatory, legal, employee and other matters), and the results of that investigation.

Recommendation by Willis Management

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Willis management’s recommendation in favor of the Merger.

Governance

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That Willis’ board of directors will continue to be comprised of twelve members, except six directors will be nominated by Towers Watson;

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That James McCann, the current Chairman of Willis’ board of directors, will continue in that role after the transaction is completed;

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That John J. Haley, the current Chief Executive Officer of Towers Watson, will become the Chief Executive Officer and a member of the board of directors of the combined company; and

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That Dominic Casserley, the current Chief Executive Officer of Willis, will become President and Deputy Chief Executive Officer and a member of the board of directors of the combined company.

Familiarity with Industry and Businesses

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The Willis board of directors’ knowledge of the current and expected future state of the insurance, actuarial and benefits consulting industries, in light of the regulatory, financial and competitive challenges facing industry participants, and the expectation that the combined company would be better able to succeed if the expected benefits of the combination were fully realized.

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The Willis board of directors’ knowledge of Willis’ and Towers Watson’s businesses, historical financial performance and condition, operations, properties, assets, regulatory issues, competitive positions, prospects and management, as well as its knowledge of the current and prospective environment in which Willis and Towers Watson operate.

The Willis board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Merger Agreement and the Merger, including the following (not in any relative order of importance):

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The risk that the Merger might not be completed in a timely manner or at all and the attendant adverse consequences for Willis’ and Towers Watson’s businesses as a result of the pendency of the combination and operational disruption;

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The adverse impact that business uncertainty pending completion of the transaction could have on the ability to attract, retain and motivate key personnel until the consummation of the transaction;

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The risk that Towers Watson stockholders might fail to approve the Towers Watson Merger Proposal and/or Willis shareholders fail to approve the Willis Share Issuance Proposal;

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The risk of adverse events, including outcomes of pending, threatened, or potential litigation or government investigations with respect to Towers Watson, and the possibility that such events, including an adverse judgment for monetary damages or equitable or other restrictions, could materially and adversely affect the business, operations or financial condition of Towers Watson (which may not entitle Willis to terminate the Merger Agreement), or of the combined company after the Merger;

•

The restrictions on the conduct of Willis’ business prior to the completion of the combination (see “The Merger Agreement—Covenants and Agreements” beginning on page 132 of this joint proxy statement/prospectus);

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The requirement that Willis pay Towers Watson a termination fee of $255,000,000 under certain circumstances following the termination of the Merger Agreement, the requirement that Willis reimburse Towers Watson for any and all out-of-pocket fees and expenses up to $45,000,000 under certain circumstances following the termination of the Merger Agreement (see “The Merger Agreement—Termination of the Merger Agreement; Termination Fees” beginning on page 143 of this joint proxy statement/prospectus);

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The risk that the potential benefits, savings and synergies of the combination may not be fully or partially achieved, or may not be achieved within the expected timeframe;

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The challenges and difficulties relating to potential disruption associated with integrating the operations of Willis and Towers Watson, and the potential effects of such disruption on the businesses, employee and customer relationships of Willis and Towers Watson;

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The risk of diverting Willis management focus and resources from other strategic opportunities and from operational matters while working to implement the transaction with Towers Watson, and the potential effects of such diversion on the businesses, employee and customer relationships of Willis and Towers Watson;

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The risk that because the Exchange Ratio related to the Merger Consideration to be paid to Towers Watson stockholders is fixed, the value of the stock portion of the Merger Consideration to be paid by

Willis could increase between the signing of the Merger Agreement and the completion of the transactions contemplated by the Merger Agreement;

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The possibility that the combined company could have lower revenue and growth rates than each of the companies experienced historically;

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The effects of general competitive, economic, political and market conditions and fluctuations on Willis, Towers Watson or the combined company;

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The required regulatory approvals and the views of Willis’ advisors that such approvals will be obtained without the imposition of conditions sufficiently material to preclude the Merger;

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The risk that regulatory agencies may not provide required approvals in connection with the proposed Merger or may impose terms and conditions on their approvals that adversely affect the business and financial results of the combined company;

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That the failure to complete the transaction could cause Willis to incur significant fees and expenses and could lead to negative perceptions among investors, potential investors and customers; and

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Various other risks associated with the combination and the businesses of Willis, Towers Watson and the combined company, which are described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 34 and 32, respectively, of this joint proxy statement/prospectus.

The Willis board of directors concluded that the potentially negative factors associated with the combination were outweighed by the potential benefits that it expected Willis and its shareholders to achieve as a result of the combination. Accordingly, the Willis board of directors unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Willis Share Issuance Proposal, the Willis Name Change Proposal and the Willis Consolidation Proposal.

The foregoing discussion of the information and factors considered by the Willis board of directors is not intended to be exhaustive, but includes the material factors considered by the Willis board of directors. In view of the variety of factors considered in connection with its evaluation of the combination, the Willis board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Willis board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Willis board of directors based its determination and recommendation on the totality of the information presented. The explanation of the Willis board of directors’ reasons for the proposed transaction and all other information presented in this section is forward-looking in nature and therefore should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32 of this joint proxy statement/prospectus.

For the reasons set forth above and such other factors considered by the Willis board of directors, the Willis board of directors determined that the combination and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Willis and the Willis shareholders and has approved the Merger Agreement and the transactions contemplated thereby and recommends that Willis shareholders vote “FOR” the Willis Share Issuance Proposal, “FOR” the Willis Name Change Proposal and “FOR” the Willis Consolidation Proposal.

Opinion of Willis’ Financial Advisor

The Willis board of directors retained Perella Weinberg to act as its financial advisor in connection with the Merger. The board of directors selected Perella Weinberg based on Perella Weinberg’s qualifications, expertise

and reputation, its knowledge of the businesses and affairs of Willis and its knowledge of the industries in which Willis and Towers Watson conduct their respective businesses. Perella Weinberg, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions as well as for corporate and other purposes.

On June 29, 2015, Perella Weinberg rendered its oral opinion, subsequently confirmed in writing, to the Willis board of directors that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Exchange Ratio was fair, from a financial point of view, to Willis.

The full text of Perella Weinberg’s written opinion, dated June 29, 2015, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg, is attached as Annex B to this joint proxy statement/prospectus and is incorporated by reference herein. The opinion does not address Willis’ underlying business decision to enter into the Merger or the relative merits of the Merger as compared with any other strategic alternative that may have been available to Willis. The opinion does not constitute a recommendation to any holder of Willis ordinary shares or Towers Watson shares as to how such holder should vote or otherwise act with respect to the Merger or any other matter and does not in any manner address the prices at which Willis ordinary shares or Towers Watson shares will trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the Merger to, or any consideration received in connection with the Merger by, the holders of any class of securities, creditors or other constituencies of Willis. Perella Weinberg provided its opinion for the information and assistance of the Willis board of directors in connection with, and for the purposes of its evaluation of, the Merger. This summary is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Perella Weinberg, among other things:

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reviewed certain publicly available financial statements and other business and financial information with respect to Willis and Towers Watson, including research analyst reports;

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reviewed certain non-public internal financial statements, analyses and forecasts, and other financial data relating to the business of Towers Watson prepared and furnished to Perella Weinberg by Towers Watson management (referred to in this section entitled “—Opinion of Willis’ Financial Advisor” as the “Towers Watson Forecasts”);

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reviewed certain non-public internal financial statements, analyses and forecasts, and other financial data relating to the business of Willis prepared and furnished to Perella Weinberg by Willis management (referred to in this section entitled “—Opinion of Willis’ Financial Advisor” as the “Willis Forecasts”);

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reviewed certain estimates of cost savings and strategic, financial and operational synergies anticipated to result from the Merger (collectively, referred to in this section entitled “—Opinion of Willis’ Financial Advisor”, as the “Anticipated Synergies”) and the amounts, timing and achievability of such Anticipated Synergies, prepared and furnished to Perella Weinberg by Willis management;

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discussed the past and current business, operations, financial condition and prospects of Willis and Towers Watson, including the Anticipated Synergies, with Willis management and Towers Watson management;

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reviewed the pro forma financial impact of, among other things, the Merger on the future financial performance of Willis;

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compared the financial performance of Willis and Towers Watson with that of certain publicly-traded companies which Perella Weinberg believed to be generally relevant;

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reviewed the historical trading prices for Willis ordinary shares and Towers Watson shares, and compared such prices of the Willis ordinary shares and Towers Watson shares with those of securities of certain publicly-traded companies which Perella Weinberg believed to be generally relevant;

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reviewed a draft of the Merger Agreement dated June 27, 2015; and;

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conducted such other financial studies, analyses and investigations, and considered such other factors, as Perella Weinberg deemed appropriate.

In arriving at its opinion, Perella Weinberg assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information supplied or otherwise made available to Perella Weinberg (including information that was available from generally recognized public sources) for purposes of its opinion and further assumed, with Willis’ consent, that all of the information furnished by Willis or Towers Watson for purposes of Perella Weinberg’s analysis was accurate and did not contain any material omissions or misstatements of material fact. With respect to the Towers Watson Forecasts, Perella Weinberg was advised by the management of Towers Watson, and assumed, with Willis’ consent, that they were reasonably prepared on bases reflecting the best estimates available at the time and the good faith judgments of management of Towers Watson as to future financial performance of Towers Watson and the other matters covered thereby, and Perella Weinberg expressed no view as to the assumptions on which they were based. With respect to the Willis Forecasts, Perella Weinberg was advised by the management of Willis, and assumed, with Willis’ consent, that they were reasonably prepared on bases reflecting the best estimates available at the time and the good faith judgments of management of Willis as to future financial performance of Willis and the other matters covered thereby, and Perella Weinberg expressed no view as to the assumptions on which they were based. Perella Weinberg assumed, with Willis’ consent, that the Anticipated Synergies and potential strategic, financial and operational implications and benefits thereof (including the amount, timing and achievability thereof) anticipated by Willis’ management to result from the Merger would be realized in the amounts and at the times projected by Willis’ management, and Perella Weinberg expressed no view as to the assumptions on which they were based. Perella Weinberg relied without independent verification upon the assessment of Willis’ management and Towers Watson management of the timing and risks associated with the integration of Willis and Towers Watson. In arriving at its opinion, Perella Weinberg did not make any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Willis or Towers Watson, nor was Perella Weinberg furnished with any such valuations or appraisals. In addition, Perella Weinberg did not evaluate the solvency of any party to the Merger Agreement under any state or federal laws relating to bankruptcy, insolvency or similar matters. In arriving at its opinion, Perella Weinberg also assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that the Merger would be consummated in accordance with the terms set forth in the Merger Agreement, without material modification (including, without limitation, modification of the Exchange Ratio of 2.6490 Willis ordinary shares to be received for each share of Towers Watson common stock or the form or structure of the transaction) or amendment, without waiver of any of its covenants or conditions, and without delay, and that the final Merger Agreement would not differ in any respect material to its analysis from the draft Merger Agreement reviewed by it. In addition, Perella Weinberg assumed that in connection with the receipt of all the necessary approvals of the Merger, no delays, limitations, conditions or restrictions would be imposed that could have an adverse effect on Willis, Towers Watson or the contemplated benefits expected to be derived in the Merger. Perella Weinberg relied as to all legal matters relevant to rendering its opinion upon the advice of counsel.

Perella Weinberg’s opinion addressed only the fairness from a financial point of view, as of June 29, 2015, of the Exchange Ratio to Willis. Perella Weinberg was not asked to offer, nor did it offer, any opinion as to any other term of the Merger Agreement or the form or structure of the Merger or the likely timeframe in which the Merger would be consummated. In addition, Perella Weinberg expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Exchange Ratio. Perella Weinberg did not express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Merger

Agreement, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which Perella Weinberg understood Willis had received such advice as it deemed necessary from qualified professionals. Perella Weinberg’s opinion did not address the underlying business decision of Willis to enter into the Merger or the relative merits of the Merger as compared with any other strategic alternative which may have been available to Willis. In arriving at its opinion, Perella Weinberg was not authorized to solicit, and did not solicit, interest from any third party with respect to any business combination or other extraordinary transaction involving Willis.

Perella Weinberg’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Perella Weinberg as of, the date of its opinion. It should be understood that subsequent developments may affect Perella Weinberg’s opinion and the assumptions used in preparing it, and Perella Weinberg does not have any obligation to update, revise, or reaffirm its opinion. The issuance of Perella Weinberg’s opinion was approved by a fairness committee of Perella Weinberg.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses performed by Perella Weinberg and reviewed by the Willis board of directors in connection with Perella Weinberg’s opinion and does not purport to be a complete description of the financial analyses performed by Perella Weinberg. The order of analyses described below does not represent the relative importance or weight given to those analyses by Perella Weinberg. Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand Perella Weinberg’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Perella Weinberg’s financial analyses.

Historical Share Price Analysis

Perella Weinberg reviewed the share price performance of Willis and Towers Watson during various periods ending on June 26, 2015 (the last trading day prior to the Willis board of directors meeting approving the execution of the Merger Agreement). Perella Weinberg noted that the range of low and high trading prices of Willis ordinary shares during the prior 52-week period was $39.11 to $49.96, as compared to the closing price per Willis ordinary share on the NYSE of $46.62. Perella Weinberg noted that the range of low and high trading prices of Towers Watson shares during the prior 52-week period was $98.10 to $141.88, as compared to the closing price per Towers Watson share on the NASDAQ of $141.26.

Based on a comparison of the low and high trading prices of Willis ordinary shares and Towers Watson shares during the 52-week period ending on June 26, 2015, Perella Weinberg derived a range of implied exchange ratios of Willis ordinary shares to Towers Watson shares of 1.964 to 3.628, as compared to (i) the Exchange Ratio of 2.6490 Willis ordinary shares to be received for each Towers Watson share as provided for in the Merger Agreement, which was within such range, and (ii) the implied exchange ratio of 2.744 Willis ordinary shares to each Towers Watson share, which implied exchange ratio represents the exchange ratio implied by the Exchange Ratio of 2.6490 Willis ordinary shares to be received for each Towers Watson share as provided for in the Merger Agreement, without giving effect to the Towers Watson pre-merger special dividend (referred to as the “Implied Pre-Dividend Exchange Ratio”), which was within such range.

Research Analyst Price Targets

Perella Weinberg reviewed and analyzed 17 selected price targets for Willis ordinary shares and 11 selected price targets for Towers Watson shares published by research analysts as of June 26, 2015.

The selected price targets reflect each research analyst’s estimate of the future public market trading prices of Willis ordinary shares and Towers Watson shares. Perella Weinberg noted that, as of June 26, 2015, the range

of research analyst price targets for Willis ordinary shares was between $42.00 and $57.00 per share, and the average and median of such targets was $50.44 per share and $50.50 per share, respectively, as compared to the closing price per Willis ordinary share on the NYSE of $46.62. Perella Weinberg also noted that, as of June 26, 2015, the range of research analyst price targets for Towers Watson shares was between $129.00 and $157.00 per share, and the average and median of such targets was $146.44 per share and $148.00 per share, respectively, as compared to the closing price per Towers Watson share on the NASDAQ of $141.26.

Based on comparing the upper and lower limits of the ranges of research analyst price targets for Willis ordinary shares and Towers Watson shares, Perella Weinberg derived a range of implied exchange ratios of Willis ordinary shares to Towers Watson shares of 2.263 to 3.738, as compared to (i) the Exchange Ratio of 2.6490 Willis ordinary shares to be received for each Towers Watson share as provided for in the Merger Agreement, which was within such range, and (ii) the Implied Pre-Dividend Exchange Ratio of 2.744 Willis ordinary shares to each Towers Watson share, which was within such range.

Comparable Company Analysis

Perella Weinberg reviewed and compared certain financial information for Willis and Towers Watson to corresponding financial information, ratios and public market multiples for certain publicly held companies that operate in, or are exposed to, businesses similar to those of Willis and Towers Watson, respectively. In the case of Willis, Perella Weinberg’s comparable company analysis included deriving an implied firm value from ratios and public market multiples for such comparable companies and subsequently deriving an implied range of values per share of Willis ordinary shares. In the case of Towers Watson, Perella Weinberg’s comparable company analysis included separately deriving an implied firm value for Towers Watson’s business excluding its Exchange Solutions segment and Towers Watson’s Exchange Solutions segment from ratios and public market multiples for such comparable companies, calculating Towers Watson’s implied firm value as a sum of both ranges and subsequently deriving an implied range of values per share of Towers Watson shares. Although none of the following companies are identical to Willis or to Towers Watson, Perella Weinberg selected these companies because they had publicly traded equity securities and were deemed to be similar to Willis and Towers Watson in one or more respects including, in the case of Willis, operating in the insurance brokerage industry, and, in the case of Towers Watson, operating in either the consulting industry or the insurance / benefits solutions and software industry.

Selected Publicly Traded Comparable Companies: Willis

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Marsh & McLennan Companies, Inc. (MMC)

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Aon plc (AON)

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Arthur J Gallagher & Co. (AJG)

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Brown & Brown Inc. (BRO)

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Jardine Lloyd Thompson Group plc (JLT)

Selected Publicly Traded Comparable Companies: Towers Watson (Consulting)

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Accenture plc (ACN)

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MAXIMUS, Inc. (MMS)

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CEB Inc. (CEB)

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FTI Consulting, Inc. (FCN)

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Huron Consulting Group Inc. (HURN)

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Navigant Consulting Inc. (NCI)

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CRA International Inc. (CRAI)

Selected Publicly Traded Comparable Companies: Towers Watson (Insurance / Benefits Solutions and Software)

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Paychex, Inc. (PAYX)

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Benefitfocus, Inc. (BNFT)

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Ebix Inc. (EBIX)

For each of the selected companies, Perella Weinberg calculated and compared financial information and various financial market multiples and ratios based on company filings for historical information, publically available share price data and certain publicly available financial projections for forecasted information. For Willis and Towers Watson, Perella Weinberg made calculations based on company filings for historical information and the Willis Forecasts and the Towers Watson Forecasts, as applicable. See the section entitled “—Forward-Looking Financial Information.”

With respect to Willis, Towers Watson and each of the selected companies, Perella Weinberg reviewed price per share as a multiple of estimated earnings per share (referred to as the “P / E Multiple”) and estimated cash earnings per share (referred to as the “P / Cash EPS Multiple”) in each case for each of the 2015 and 2016 calendar years. The per share values used for this analysis were based on the closing share prices of the companies on June 26, 2015.


	P / E Multiple	P / Cash EPS Multiple
Willis	2015E: 18.1x 2016E: 16.0x	2015E: 16.6x 2016E: 13.9x
Selected Comparable Companies	2015E: 18.3x-19.7x Average: 19.0x Median: 19.5x 2016E: 15.8x-17.8x Average: 16.9x Median: 17.2x	2015E: 13.9x-18.8x Average: 16.4x Median: 16.6x 2016E: 12.3x-16.9x Average: 14.9x Median: 15.0x
Towers Watson	2015E: 24.7x 2016E: 23.4x	2015E: 22.0x 2016E: 20.8x
Selected Comparable Companies (Consulting)	2015E: 15.2x-39.2x Average: 23.2x Median: 20.2x 2016E: 13.6x-30.5x Average: 19.4x Median: 18.4x	2015E: 13.1x-25.5x Average: 19.4x Median: 18.8x 2016E: 13.6x-21.5x Average: 16.7x Median: 15.9x
Selected Comparable Companies (Insurance / Benefits Solutions and Software)	2015E: 16.7x-24.8x Average: 20.8x Median: 20.8x 2016E: 15.4x-22.8x Average: 19.1x Median: 19.1x	2015E: 15.1x-24.4x Average: 19.7x Median: 19.7x 2016E: 14.1x-22.5x Average: 18.3x Median: 18.3x

Based on the analysis of the relevant metrics for each of the comparable companies and on the experience and judgment of Perella Weinberg, a representative range of financial multiples of the comparable companies was applied to the relevant financial statistics for Willis and Towers Watson to estimate an implied value per share of Willis ordinary shares and Towers Watson shares. Perella Weinberg estimated the implied value per share of Willis ordinary shares and the implied value per share of Towers Watson shares, as compared to the closing price per Willis ordinary share on the NYSE of $46.62 and the closing price per Towers Watson share of $141.26, in each case as of June 26, 2015, as follows:

Comparable company
2016E P / E Multiple
representative range

Comparable company
2016E P / Cash EPS
Multiple representative
range

Implied value per share

Willis

16.0x-17.5x

13.9x-15.2x

45.94-$50.25

Towers Watson

23.1x-27.0x

20.5x-24.0x

137.49-$160.97

Based on a comparison of the upper and lower limits of these reference ranges of implied value per share of Willis ordinary shares and Towers Watson shares, Perella Weinberg derived a range of implied exchange ratios of Willis ordinary shares to Towers Watson shares of 2.736 to 3.504, as compared to (i) the Exchange Ratio of 2.6490 Willis ordinary shares to be received for each Towers Watson share as provided for in the Merger Agreement and adjusted for the Towers Watson pre-merger special dividend, which was below such range, and (ii) the Implied Pre-Dividend Exchange Ratio of 2.744 Willis ordinary shares to each Towers Watson share, which was within such range.

Although the selected companies were used for comparison purposes, no business of any selected company is either identical or directly comparable to either Willis’ or Towers Watson’s business. Accordingly, Perella Weinberg’s comparison of selected companies to Willis and Towers Watson and analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies.

Discounted Cash Flow Analysis

Willis

Perella Weinberg conducted a discounted cash flow analysis for Willis based on the Willis Forecasts (see the section entitled “—Forward-Looking Financial Information”) by:

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calculating the present value as of June 26, 2015 of the estimated standalone unlevered free cash flows (calculated as net operating profit after tax, plus depreciation and amortization, plus stock based compensation expense, minus capital expenditures, and adjusting for changes in net working capital and operational improvement restructuring costs, share repurchases and acquisitions and investments) that Willis could generate for fiscal year 2016 through fiscal year 2018 using discount rates ranging from 7.5% to 8.5% based on estimates of the weighted average cost of capital of Willis derived using the Capital Asset Pricing Model (referred to as “CAPM”), and

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adding terminal values calculated using perpetuity growth rates ranging from 2.5% to 3.5% and discounted using rates ranging from 7.5% to 8.5%.

The range of perpetuity growth rates was estimated by Perella Weinberg utilizing its professional judgment and experiences, taking into account the Willis Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Perella Weinberg also cross-checked such estimates of perpetuity growth rates against the EBITDA multiples implied by such growth rates and a range of discount rates to be applied to Willis’ future unlevered cash flow forecasts.

Perella Weinberg used a range of discount rates from 7.5% to 8.5% derived by application of the CAPM, which takes into account certain company-specific metrics, including Willis’ target capital structure, the cost of long-term debt, forecasted tax rate and historical beta, as well as certain financial metrics for the United States financial markets generally.

From the range of implied enterprise values, Perella Weinberg derived ranges of implied equity values for Willis. To calculate the implied equity value from the implied enterprise value, Perella Weinberg subtracted net debt of $2.63 billion as of March 31, 2015 and non-controlling interests of $23 million as of March 31, 2015. Perella Weinberg calculated implied value per share by dividing the implied equity value by the fully diluted shares (using the treasury method). These analyses resulted in the following reference range of implied equity value per share of Willis ordinary shares, as compared to the closing price per Willis ordinary share on the NYSE on June 26, 2015 of $46.62:


		Range of implied present value per share (assuming 3.0% perpetuity growth rate)
Willis Forecasts		$53.89 - $69.48

Towers Watson

Perella Weinberg conducted a discounted cash flow analysis for Towers Watson based on the Towers Watson Forecasts by:

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calculating the present value as of June 26, 2015 of the estimated standalone unlevered free cash flows (calculated as net operating profit after tax, plus depreciation and amortization, plus stock based compensation expense, minus capital expenditures, and adjusting for changes in net working capital) that Towers Watson could generate for calendar year 2016 through calendar year 2018 using discount rates ranging from 8.5% to 9.5% based on estimates of the weighted average cost of capital of Willis derived using the CAPM, and

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adding terminal values calculated using perpetuity growth rates ranging from 3.0% to 4.0% and discounted using rates ranging from 8.5% to 9.5%.

The range of perpetuity growth rates was estimated by Perella Weinberg utilizing its professional judgment and experiences, taking into account the Towers Watson Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Perella Weinberg also cross-checked such estimates of perpetuity growth rates against the EBITDA multiples implied by such growth rates and a range of discount rates to be applied to Towers Watson’s future unlevered cash flow forecasts.

Perella Weinberg used a range of discount rates from 8.5% to 9.5% derived by application of the CAPM, which takes into account certain company-specific metrics, including Towers Watson’s target capital structure, the cost of long-term debt, forecasted tax rate and historical beta, as well as certain financial metrics for the United States financial markets generally.

From the range of implied enterprise values, Perella Weinberg derived ranges of implied equity values for Towers Watson. To calculate the implied equity value from the implied enterprise value, Perella Weinberg subtracted net debt of negative $537 million as of March 31, 2015 and non-controlling interest of $14 million as of March 31, 2015. Perella Weinberg calculated implied value per share by dividing the implied equity value by the fully diluted shares (using the treasury method). These analyses resulted in the following reference range of implied equity value per share of Towers Watson shares, as compared to the closing price per Towers Watson share on the NASDAQ on June 26, 2015 of $141.26:


		Range of implied present value per share (assuming 3.5% perpetuity growth rate)
Towers Watson Forecasts		$132.26 - $157.47

Based on comparing the upper and lower limits of these reference ranges of implied equity value per share of Willis ordinary shares and Towers Watson shares, Perella Weinberg derived a range of implied exchange ratios of Willis ordinary shares to Towers Watson shares of 1.903 to 2.922, as compared to (i) the Exchange Ratio of 2.6490 Willis ordinary shares to be received for each Towers Watson share as provided for in the Merger Agreement, which was within such range, and (ii) the Implied Pre-Dividend Exchange Ratio of 2.744 Willis ordinary shares to each Towers Watson share, which was within such range.

Present Value of Future Share Price

Perella Weinberg performed an illustrative analysis of the implied present value of the future theoretical value of Willis ordinary shares on a pro forma basis after giving effect to the Merger. This analysis is designed to provide an indication of the present value to Willis’ shareholders of a theoretical future value of Willis’ equity following the Merger as a function of Willis’ estimated future cash earnings and its assumed price to future cash EPS multiple. For this analysis, Perella Weinberg used the Towers Watson Forecasts and Willis Forecasts for the end of calendar years 2016, 2017 and 2018 and assumed $125 million of run rate pre-tax cost synergies with a 3-year phase-in period. Perella Weinberg first calculated the implied values for the Willis ordinary shares on a pro forma basis after giving effect to the Merger for the end of calendar years 2016, 2017 and 2018 by applying a weighted average price to estimated cash EPS multiple of 16.8x (which multiple is based on estimates of cash earnings contributions of 57% by Willis and 43% by Towers Watson) to estimated cash EPS for Willis following the Merger for the end of calendar years 2016, 2017 and 2018. See the section entitled “—Forward-Looking Financial Information.” Perella Weinberg then discounted these values to June 26, 2015 using an illustrative discount rate of 8.25%. This analysis resulted in an estimate of implied present value for the Willis ordinary shares on a pro forma basis after giving effect to the Merger of approximately $48.51 for the end of calendar year 2016, approximately $52.51 for the end of calendar year 2017 and approximately $56.45 for the end of calendar year 2018.

The implied present value of future prices per share of Willis ordinary shares was reviewed for illustrative purposes only. The illustrative future prices per share of Willis ordinary shares should not be viewed as an accurate representation of what actual prices per share of Willis ordinary shares will be. Actual prices per share of Willis ordinary shares for any period may be greater or less than the illustrative future prices per share of Willis ordinary shares reviewed by Perella Weinberg, and the differences may be material. Future share prices are inherently uncertain, being based upon numerous factors or events that are not possible to predict.

Miscellaneous

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth herein, without considering the analyses or the summary as a whole could create an incomplete view of the processes underlying Perella Weinberg’s opinion. In arriving at its fairness determination, Perella Weinberg considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, Perella Weinberg made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described herein as a comparison is directly comparable to Willis, Towers Watson or the Merger.

Perella Weinberg prepared the analyses described herein for purposes of providing its opinion to the Willis board of directors as to the fairness, from a financial point of view, as of the date of such opinion, of the Exchange Ratio of 2.6490 Willis ordinary shares to be received for each share of Towers Watson common stock as provided for in the Merger Agreement to Willis. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Perella Weinberg’s analyses were based in part upon third party research analyst estimates, which are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by Perella Weinberg’s analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of

the parties to the Merger Agreement or their respective advisors, none of Willis, Towers Watson, Perella Weinberg or any other person assumes responsibility if future results are materially different from those forecasted by third parties.

As described above, the opinion of Perella Weinberg to the Willis board of directors was one of many factors taken into consideration by the Willis board of directors in making its determination to approve the Merger. The type and amount of consideration payable in the Merger was determined through negotiations between Willis and Towers Watson, rather than by any financial advisor, and was approved by the Willis board of directors. The decision to enter into the Merger Agreement was solely that of the Willis board of directors.

Pursuant to the terms of the engagement letter between Perella Weinberg and Willis dated as of June 29, 2015, Willis became obligated to pay Perella Weinberg $3 million upon the delivery of Perella Weinberg’s opinion, and has agreed to pay Perella Weinberg an additional $25 million upon the closing of the Merger. In addition, Willis agreed to reimburse Perella Weinberg for its reasonable expenses, including attorneys’ fees and disbursements, and to indemnify Perella Weinberg and related persons against various liabilities and claims.

In the ordinary course of its business activities, Perella Weinberg or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt or equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of Willis or Towers Watson or any of their respective affiliates.

During the two-year period prior to the date of Perella Weinberg’s opinion, Perella Weinberg and its corporate advisory affiliates represented Willis and its subsidiaries on various financial advisory matters for which they received compensation. Since 2013, Willis has paid Perella Weinberg a quarterly retainer fee for advisory services. In addition, Perella Weinberg advised a subsidiary of Willis, Willis Group Limited, on its acquisition of Miller Insurance Services LLP for which Perella Weinberg Partners received compensation. During such two-year period, no material relationship existed between Perella Weinberg and its affiliates and Towers Watson pursuant to which compensation was received by Perella Weinberg or its affiliates. Perella Weinberg and its affiliates may in the future provide investment banking and other financial services to Willis or Towers Watson or their respective affiliates for which they would expect to receive compensation.

Recommendation of the Towers Watson Board of Directors and Towers Watson’s Reasons for the Merger

At its meeting on June 29, 2015, the Towers Watson board of directors unanimously approved the Merger Agreement and determined that the terms of the Merger are advisable and in the best interests of Towers Watson and its stockholders. The Towers Watson board of directors unanimously recommends that the stockholders of Towers Watson vote “FOR” the Towers Watson Merger Proposal, including the Merger, “FOR” the Towers Watson Compensatory Arrangements Proposal and “FOR” the Towers Watson Adjournment Proposal.

The Towers Watson board of directors considered many factors in making its determination that the terms of the Merger are advisable and in the best interests of Towers Watson and its stockholders and to unanimously recommend approval and adoption of the Merger Agreement by the Towers Watson stockholders. In evaluating the Merger, the board of directors consulted with Towers Watson’s management, legal and financial advisors and other representatives, reviewed a significant amount of information and considered a number of factors in its deliberations.

Strategic and Financial Benefits of the Merger

The Towers Watson board of directors concluded that the Merger will provide Towers Watson with a number of significant strategic and financial benefits. In arriving at this determination, the Towers Watson board of directors consulted with management and other representatives, and considered a number of factors, including (not in any relative order of importance):

•

the board of directors’ belief that the Merger would create a leading integrated global advisory, broking and solutions firm;

•

the board of directors’ belief that the Merger would provide Towers Watson with significant opportunities to accelerate growth in the exchange market, including by bringing Towers Watson’s exchange solutions offering to Willis’ middle-market relationships and enabling Towers Watson to serve more multinationals around the world;

•

the board of directors’ belief that the Merger will result in a combined company with an enhanced earnings profile from sustainable cost and tax synergies;

•

the combined company will have increased scale and financial strength, with a diversified revenue mix across segments, geographies and clients;

•

the board of directors’ belief that the combined company would have increased earnings and cash flow and better access to capital markets as a result of enhanced size and revenue diversification;

•

information and discussions with Towers Watson’s management regarding Willis’ business and results of operations, and its financial and market position, and Towers Watson’s management’s expectations concerning Willis’ future prospects, and historical and current share trading prices and volumes of Willis ordinary shares;

•

information and discussions regarding the benefits of size and scale, and expected credit profile and effective tax rate, of the combined company and the expected pro forma effects of the proposed transaction;

•

the current and expected future landscape of the insurance industry, and, in light of the regulatory, financial and competitive challenges facing industry participants, the likelihood that the combined company would be better positioned to meet these challenges if the expected strategic and financial benefits of the transaction are fully realized; and

•

the payment of the $4.87 per share pre-merger special dividend, payable in cash, giving Towers Watson stockholders an opportunity to immediately realize value for a portion of their investment.

Other Considerations

In the course of evaluating the Merger, the Towers Watson board of directors considered the following additional factors as generally supporting its decision:

•

the Towers Watson board of directors’ and management’s analysis and understanding of the business, operations, financial performance, financial condition, earnings, strategy and future prospects of Towers Watson on a standalone basis, and the assessment, based on such analysis and understanding, that the Merger would be more favorable to Towers Watson and its stockholders in the long-term in light of the potential rewards, risks and uncertainties associated with Towers Watson continuing to operate as a standalone entity;

•

the alternatives available to Towers Watson if it continued on a standalone basis;

•

the history of Towers Watson’s management team in successfully completing strategic transactions, including the merger of equals between Towers Perrin and Watson Wyatt, and the success of Towers Watson’s management team in the integration of businesses and products acquired in such transactions with its other businesses;

•

the results of the due diligence investigations of Willis by Towers Watson’s management, advisors and other representatives;

•

the opinion, dated June 29, 2015, of BofA Merrill Lynch to the Towers Watson board of directors as to the fairness, from a financial point of view and as of such date, of the Exchange Ratio (after giving effect to the Towers Watson pre-merger special dividend) to holders of Towers Watson common stock, which opinion was based on and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken as more fully described in the section entitled “—Opinion of Towers Watson’s Financial Advisor”;

•

the fact that the respective stockholders of Towers Watson and shareholders of Willis would vote on approval of the transaction, including the fact that the required vote of Towers Watson stockholders for the adoption of the Merger Agreement is a majority of the shares of Towers Watson common stock outstanding and entitled to vote;

•

the fact that ValueAct, a Willis shareholder owning approximately 10.3% of the Willis ordinary shares outstanding as of the date of the Merger Agreement, entered into a voting agreement with Towers Watson to vote in favor of the Willis Share Issuance Proposal at the Willis EGM (see “—Voting Agreement”);

•

the terms and conditions of the Merger Agreement (see “The Merger Agreement”) and the course of negotiations of such agreement, including, among other things:

•

the ability of Towers Watson, subject to certain conditions, to provide information to and to engage in discussions or negotiations with a third party that makes an unsolicited acquisition proposal, and the Towers Watson board of directors’ ability to change its recommendation, if the Towers Watson board of directors determines, in good faith, after consultation with its financial advisors and outside legal counsel, that the proposal would reasonably be expected to result in a superior proposal;

•

the Towers Watson board of directors’ belief that the termination fee payments to be made to Willis upon termination of the Merger Agreement under specified circumstances are reasonable, customary and not likely to significantly deter another party from making a superior proposal; and

•

the requirement that Willis hold a shareholder vote on the issuance of Willis ordinary shares pursuant to the Merger Agreement, even though the Willis board of directors may have withdrawn its recommendation;

•

that the fixed exchange ratio provides certainty to the Towers Watson stockholders as to their approximate aggregate pro forma percentage ownership of the combined company;

•

Towers Watson management’s support of the transaction;

•

the required regulatory approvals and the views of Towers Watson’s advisors that such approvals will be obtained without the imposition of conditions sufficiently material to preclude the Merger; and

•

the fact that directors of Towers Watson who have an in-depth knowledge of Towers Watson and its business would have substantial representation on the board of directors of the combined company and that certain senior Towers Watson executives, including John Haley and Roger Millay, will serve as senior executives of the combined company following completion of the Merger.

The Towers Watson board of directors weighed these factors against a number of uncertainties, risks and potentially negative factors relevant to the Merger, including the following:

•

The challenges inherent in the combination of companies of the size and geographic scope of Towers Watson and Willis, including the possibility that the anticipated cost savings and synergies and other benefits sought to be obtained from the transactions might not be achieved in the time frame contemplated or at all, or the other numerous risks and uncertainties that could adversely affect the combined company’s operating results;

•

the risk that integration of the two businesses, including the transaction expenses associated with the Merger, may be more costly, and may divert management attention for a greater period of time, than anticipated and that it may be difficult to retain key employees;

•

the fact that because the merger consideration is a fixed exchange ratio of shares of Willis ordinary shares to Towers Watson common stock, Towers Watson stockholders could be adversely affected by a decrease in the trading price of Willis ordinary shares during the pendency of the Merger and the fact that the terms of the Merger Agreement do not include termination rights triggered by a decrease in the value of Willis relative to the value of Towers Watson;

•

the possibility that, due to the current monetization of a portion of the value of each outstanding share of Towers Watson common stock pursuant to the Towers Watson pre-merger special dividend or other factors, the future per share value of Towers Watson on a standalone basis could be greater than the value to Towers Watson stockholders of the merger consideration;

•

the restrictions on Towers Watson’s operations until completion of the transaction, which could have the effect of preventing Towers Watson from pursuing other strategic transactions during the pendency of the Merger as well as taking a number of other actions relating to the conduct of its business without the prior consent of Willis;

•

the adverse impact that business uncertainty pending completion of the transaction could have on the ability to attract, retain and motivate key personnel until the consummation of the transaction;

•

the risk that regulatory agencies may not provide required approvals in connection with the proposed Merger or may impose terms and conditions on their approvals that adversely affect the business and financial results of the combined company;

•

the risk that the Merger may not be completed despite the parties’ efforts or that completion may be unduly delayed, even if the requisite approval is obtained from Towers Watson’s stockholders and Willis’ shareholders;

•

the fact that certain provisions of the Merger Agreement, although reciprocal, may have the effect of discouraging alternative acquisition transactions involving Towers Watson, including: (1) the restrictions on Towers Watson’s ability to solicit proposals for alternative transactions; (2) the requirement that the Towers Watson board of directors submit the Merger Agreement to the Towers Watson stockholders for adoption in certain circumstances, even if it withdraws its recommendation of the Merger Agreement and (3) the requirement that Towers Watson pay a termination fee of $255 million to Willis in certain circumstances following the termination of the Merger Agreement;

•

that the Merger Consideration would be taxable to certain of Towers Watson’s stockholders;

•

that the failure to complete the transaction could cause Towers Watson to incur significant fees and expenses and could lead to negative perceptions among investors, potential investors and customers;

•

the risk that Towers Watson stockholders do not approve the Merger Agreement or Willis shareholders do not approve the Willis Share Issuance Proposal;

•

the risk that changes in the regulatory, competitive or technological landscape may adversely affect the business benefits anticipated to result from the proposed Merger; and

•

the other risks described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 34 and 32, respectively, of this joint proxy statement/prospectus.

The Towers Watson board of directors concluded that the uncertainties, risks and potentially negative factors relevant to the transaction were outweighed by the potential benefits that it expected Towers Watson and Towers Watson stockholders to achieve as a result of the transaction.

This discussion of the information and factors considered by the Towers Watson board of directors includes the principal positive and negative factors considered by the Towers Watson board of directors, but is not intended to be exhaustive and may not include all of the factors considered by the Towers Watson board of directors. In view of the wide variety of factors considered in connection with its evaluation of the transaction, and the complexity of these matters, the Towers Watson board of directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the transaction and to make its recommendations to the Towers Watson stockholders. Rather, the Towers Watson board of directors viewed its decisions as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Towers Watson board of directors may have given differing weights to different factors. The explanation of the Towers Watson board of directors’ reasons for the proposed transaction and all other information presented in this section is forward-looking in nature and therefore should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32 of this joint proxy statement/prospectus.

Opinion of Towers Watson’s Financial Advisor

Towers Watson has retained BofA Merrill Lynch to act as Towers Watson’s financial advisor in connection with the Merger. At the June 29, 2015 meeting of the Towers Watson board of directors held to evaluate the Merger, BofA Merrill Lynch rendered an oral opinion, confirmed by delivery of a written opinion dated June 29, 2015, to the Towers Watson board of directors to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications described in the opinion, the Exchange Ratio (after giving effect to the Towers Watson pre-merger special dividend) was fair, from a financial point of view, to holders of Towers Watson common stock.

The full text of BofA Merrill Lynch’s written opinion, dated June 29, 2015, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by BofA Merrill Lynch in rendering its opinion. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion for the benefit and use of the Towers Watson board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the Exchange Ratio (after giving effect to the Towers Watson pre-merger special dividend) from a financial point of view. BofA Merrill Lynch’s opinion did not address any other aspect of the Merger or the related transactions and no opinion or view was expressed as to the relative merits of the Merger or any related transactions in comparison to other strategies or transactions that might be available to Towers Watson or in which Towers Watson might engage or as to the underlying business decision of Towers Watson to proceed with or effect the Merger or any related transactions. BofA Merrill Lynch expressed no opinion or recommendation as to how any Towers Watson stockholder should vote or act in connection with the Merger, any related transactions or any other matter.

In connection with its opinion, BofA Merrill Lynch, among other things:

•

reviewed certain publicly available business and financial information relating to Towers Watson and Willis;

•

reviewed certain internal financial and operating information with respect to the businesses, operations and prospects of Towers Watson furnished to or discussed with BofA Merrill Lynch by the management of Towers Watson, including certain financial forecasts relating to Towers Watson prepared by the management of Towers Watson, referred to in this section entitled “—Opinion of Towers Watson’s Financial Advisor” as the “Towers Watson forecasts;”

•

reviewed certain internal financial and operating information with respect to the businesses, operations and prospects of Willis furnished to or discussed with BofA Merrill Lynch by the management of

Willis, including certain financial forecasts relating to Willis prepared by the management of Willis, referred to in this section entitled “—Opinion of Towers Watson’s Financial Advisor” as the “Willis forecasts;”

•

reviewed certain estimates as to the amount and timing of cost savings and tax benefits, net of the costs to achieve such cost savings, collectively referred to as the “synergies,” anticipated by the managements of Towers Watson and Willis to result from the Merger and the related transactions;

•

discussed the past and current businesses, operations, financial condition and prospects of Towers Watson with members of the senior management of Towers Watson, and discussed the past and current businesses, operations, financial condition and prospects of Willis with members of the senior managements of Towers Watson and Willis;

•

reviewed the potential pro forma financial impact of the Merger and the related transactions on the future financial performance of Willis, including the potential effects on Willis’ estimated earnings per share and potential effects relative to Towers Watson’s standalone estimated earnings per share, based on the Towers Watson forecasts and the Willis forecasts and after taking into account the synergies;

•

reviewed the trading histories for Towers Watson common stock and Willis ordinary shares and a comparison of such trading histories with each other and with the trading histories of other companies BofA Merrill Lynch deemed relevant;

•

compared certain financial and stock market information of Towers Watson and Willis with similar information of other companies BofA Merrill Lynch deemed relevant;

•

reviewed the relative contributions of Towers Watson and Willis to certain financial metrics of the pro forma combined company based on the Towers Watson forecasts and the Willis forecasts;

•

reviewed a draft, dated June 29, 2015, of the Merger Agreement, referred to as the draft Merger Agreement; and

•

performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the managements of Towers Watson and Willis that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Towers Watson forecasts and the synergies, BofA Merrill Lynch was advised by Towers Watson and assumed that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Towers Watson as to the future financial performance of Towers Watson, such synergies and the other matters covered thereby. BofA Merrill Lynch also relied, at the direction of Towers Watson, on the assessments of the managements of Towers Watson and Willis as to the ability of the combined company to achieve the synergies and assumed, at the direction of Towers Watson, that such synergies would be realized in the amounts and at the times projected. With respect to the Willis forecasts, BofA Merrill Lynch was advised by Willis and assumed, with the consent of Towers Watson, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Willis as to the future financial performance of Willis. BofA Merrill Lynch further relied, at the direction of Towers Watson, on the assessments of the managements of Towers Watson and Willis as to, among other things, (i) the related transactions, including with respect to the timing thereof and financial and other terms involved, (ii) the potential impact on Towers Watson and Willis of market and other trends in and prospects for the industries in which Towers Watson and Willis operate and governmental, regulatory and legislative matters relating to or affecting Towers Watson and Willis, (iii) existing and future relationships, agreements and arrangements with, and the ability to retain, key managers, associates, clients and other commercial relationships of Towers Watson and Willis and (iv) the ability to integrate the businesses and operations of Towers Watson and Willis. BofA Merrill Lynch assumed, with the

consent of Towers Watson, that there would be no developments with respect to any such matters that would have an adverse effect on Towers Watson, Willis, the Merger or the related transactions (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to its analyses or opinion.

BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Towers Watson, Willis or any other entity, nor did BofA Merrill Lynch make any physical inspection of the properties or assets of Towers Watson, Willis or any other entity. BofA Merrill Lynch did not evaluate the solvency or fair value of Towers Watson, Willis or any other entity under any state, federal, provincial or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch is not an actuary and its services did not include any actuarial determination or evaluation by it or any attempt to evaluate actuarial assumptions or allowances for losses with respect thereto and, accordingly, BofA Merrill Lynch made no analysis of, and expressed no opinion as to, the adequacy of reserves for losses or other matters. BofA Merrill Lynch assumed, at the direction of Towers Watson, that the Merger (including full payment of the Towers Watson pre-merger special dividend) would be consummated in accordance with the terms of the Merger Agreement and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger and the related transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Towers Watson, Willis, the Merger or the related transactions (including the contemplated benefits thereof). BofA Merrill Lynch also assumed, at the direction of Towers Watson, that the Merger will constitute a “qualified stock purchase” of Towers Watson within the meaning of Section 338(d)(3) of the Internal Revenue Code of 1986, as amended. BofA Merrill Lynch further assumed, at the direction of Towers Watson, that the final executed Merger Agreement would not differ in any material respect from the draft Merger Agreement reviewed by BofA Merrill Lynch.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Exchange Ratio to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, the form or structure, or financial or other terms, of the related transactions, or any terms, aspects or implications of any intercompany loans or any voting or other agreement, arrangement or understanding entered into in connection with or related to the Merger, the related transactions or otherwise. As the Towers Watson board of directors was aware, BofA Merrill Lynch was not requested to, and it did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of Towers Watson. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, of the Exchange Ratio (after giving effect to the Towers Watson pre-merger special dividend) to holders of Towers Watson common stock and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any officers, directors or employees of any party to the Merger, or class of such persons, relative to the Exchange Ratio or otherwise. BofA Merrill Lynch did not express any opinion as to what the value of Willis ordinary shares or Willis consolidated ordinary shares actually would be when issued or the prices at which Towers Watson common stock, Willis ordinary shares or Willis consolidated ordinary shares would trade at any time, including following announcement or consummation of the Merger. BofA Merrill Lynch further did not express any view or opinion with respect to, and relied with the consent of Towers Watson upon the assessments of Towers Watson’s representatives regarding, legal, regulatory, accounting, tax and similar matters relating to Towers Watson, Willis, the Merger and the related transactions (including the contemplated benefits thereof) as to which BofA Merrill Lynch understood that Towers Watson obtained such advice as it deemed necessary from qualified professionals.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. BofA Merrill Lynch expressed no opinion or view as to the potential effects of volatility

in the credit, financial and stock markets on Towers Watson, Willis, the Merger or the related transactions (including the contemplated benefits thereof). It should be understood that subsequent developments may affect BofA Merrill Lynch’s opinion and that BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by BofA Merrill Lynch’s Americas Fairness Opinion Review Committee. Except as described in this summary, Towers Watson imposed no other instructions or limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

The following represents a brief summary of the material financial analyses presented by BofA Merrill Lynch in connection with its opinion, dated June 29, 2015, to the Towers Watson board of directors. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch. Implied per share equity value reference ranges derived for Towers Watson and Willis from the financial analyses described below were rounded to the nearest $0.25. For purposes of the analyses described below, (i) enterprise values were calculated as fully-diluted equity values based on closing stock prices on June 26, 2015 plus debt and non-controlling interests and less cash and cash equivalents, (ii) net debt of Towers Watson was as of June 17, 2015 as provided by the management of Towers Watson and net debt of Willis was as of March 31, 2015 as reflected in Willis’ public filings, as adjusted by the management of Willis to reflect incremental debt related to Willis’ acquisition of Gras Savoye and the use of incremental cash for Willis’ acquisition of a controlling interest in Miller Insurance Services LLP, (iii) estimated earnings before interest, taxes, depreciation and amortization included stock-based compensation expenses and, as applicable, excluded non-recurring expenses and other one-time items, referred to generally as EBITDA and with respect to Willis and the combined company as adjusted EBITDA, (iv) cash earnings per share included stock-based compensation expenses and excluded amortization of acquisition-related intangible assets and, as applicable, non-recurring expenses and other one-time items, referred to as cash EPS, and (v) cash net income included stock-based compensation expenses and excluded amortization of acquisition-related intangible assets and, as applicable, non-recurring expenses and other one-time items. In calculating implied exchange ratio reference ranges as reflected in such analyses, BofA Merrill Lynch (A) compared the low-end of the approximate implied per share equity value reference ranges derived for Towers Watson from such analyses to the high-end of the approximate implied per share equity value reference ranges derived for Willis from such analyses in order to calculate the low-end of the implied exchange ratio reference ranges and (B) compared the high-end of the approximate implied per share equity value reference ranges derived for Towers Watson from such analyses to the low-end of the approximate implied per share equity value reference ranges derived for Willis from such analyses in order to calculate the high-end of the implied exchange ratio reference ranges.

Selected Public Companies Analyses. BofA Merrill Lynch performed separate selected public companies analyses of Towers Watson and Willis in which BofA Merrill Lynch reviewed certain financial and stock market information relating to Towers Watson, Willis and the selected publicly traded companies listed below which, in its professional judgment, BofA Merrill Lynch considered generally relevant for comparative purposes.

100

Towers Watson. In performing a selected public companies analysis of Towers Watson, BofA Merrill Lynch reviewed certain financial and stock market information relating to Towers Watson and the following two selected publicly traded companies in the Risk, Insurance and Human Capital Management Services industries, referred to as the Towers Watson risk services selected companies, and the following five selected publicly traded companies in the Consulting and Professional Services industries, referred to as the Towers Watson C&P selected companies and, together with the Towers Watson risk services selected companies, collectively referred to as the Towers Watson selected companies:

Towers Watson Risk Services Selected Companies:

•

Aon plc

•

Marsh & McLennan Companies, Inc.

Towers Watson C&P Selected Companies:

•

Accenture plc

•

FTI Consulting, Inc.

•

Huron Consulting Group Inc.

•

The Advisory Board Company

•

The Corporate Executive Board Company

BofA Merrill Lynch reviewed, among other things, enterprise values as a multiple of calendar year 2015 estimated EBITDA. BofA Merrill Lynch also reviewed equity values, based on closing stock prices on June 26, 2015, as a multiple of calendar year 2016 estimated cash EPS. Financial data of the Towers Watson selected companies were based on publicly available research analysts’ estimates (as calendarized), public filings and other publicly available information. Financial data of Towers Watson was based on publicly available research analysts’ estimates (as calendarized), public filings and estimates of the management of Towers Watson, including the Towers Watson forecasts. The overall low to high calendar year 2015 estimated EBITDA multiples observed for the Towers Watson selected companies were 10.2x to 20.1x (with mean of 13.5x and a median of 12.4x), with overall low to high calendar year 2015 estimated EBITDA multiples observed for the Towers Watson risk services selected companies and the Towers Watson C&P selected companies of 11.6x to 13.4x (with a mean and a median of 12.5x) and 10.2x to 20.1x (with a mean of 13.9x and a median of 12.4x), respectively. The overall low to high calendar year 2016 estimated cash EPS multiples observed for the Towers Watson selected companies were 15.1x to 47.4x (with a mean of 21.8x and a median of 16.4x), with overall low to high calendar year 2016 estimated cash EPS multiples observed for the Towers Watson risk services selected companies and the Towers Watson C&P selected companies of 15.2x to 16.2x (with a mean and a median of 15.7x) and 15.1x to 47.4x (with a mean of 24.2x and a median of 18.5x), respectively. BofA Merrill Lynch noted that the calendar year 2015 estimated EBITDA multiple observed for Towers Watson, based both on the Towers Watson forecasts and publicly available research analysts’ estimates (as calendarized), was 12.1x. BofA Merrill Lynch also noted that the calendar year 2016 estimated cash EPS multiples observed for Towers Watson, based on the Towers Watson forecasts and publicly available research analysts’ estimates (as calendarized), were 20.8x and 20.7x, respectively. BofA Merrill Lynch then applied selected ranges of calendar year 2015 estimated EBITDA multiples and calendar year 2016 estimated cash EPS multiples of 11.0x to 12.5x and 18.0x to 21.0x, respectively, derived from the Towers Watson selected companies to corresponding data of Towers Watson. This analysis indicated approximate implied per share equity value reference ranges for Towers Watson, based on calendar year 2015 estimated EBITDA multiples and calendar year 2016 estimated cash EPS multiples, of $129.50 to $146.00 and $122.25 to $142.75, respectively.

101

Willis. In performing a selected public companies analysis of Willis, BofA Merrill Lynch reviewed certain financial and stock market information relating to Willis and the following four selected publicly held companies in the Risk, Insurance and Human Capital Management Services industries, collectively referred to as the Willis selected companies:

•

Aon plc

•

Arthur J. Gallagher & Co.

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Brown & Brown, Inc.

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Marsh & McLennan Companies, Inc.

BofA Merrill Lynch reviewed, among other things, enterprise values as a multiple of calendar year 2015 estimated EBITDA. BofA Merrill Lynch also reviewed equity values, based on closing stock prices on June 26, 2015, as a multiple of calendar year 2016 estimated cash EPS. Financial data of the Willis selected companies were based on publicly available research analysts’ estimates (as calendarized), public filings and other publicly available information. Financial data of Willis was based on publicly available research analysts’ estimates, public filings and estimates of the management of Willis, including the Willis forecasts. The overall low to high calendar year 2015 estimated EBITDA multiples observed for the Willis selected companies were 10.4x to 13.4x (with a mean of 11.7x and a median of 11.5x). The overall low to high calendar year 2016 estimated cash EPS multiples observed for the Willis selected companies were 12.8x to 16.2x (with a mean of 14.6x and a median of 14.7x). BofA Merrill Lynch noted that the calendar year 2015 estimated adjusted EBITDA multiple observed for Willis, based both on the Willis forecasts and publicly available research analysts’ estimates (which forecasts and estimates for calendar year 2015 were pro forma for Willis’ acquisition of Gras Savoye), was 11.5x. BofA Merrill Lynch also noted that the calendar year 2016 estimated cash EPS multiples observed for Willis, based on the Willis forecasts and publicly available research analysts’ estimates, were 13.9x and 13.6x, respectively. BofA Merrill Lynch then applied selected ranges of calendar year 2015 estimated EBITDA multiples and calendar year 2016 estimated cash EPS multiples of 10.5x to 12.5x and 13.0x to 15.5x, respectively, derived from the Willis selected companies to the calendar year 2015 estimated adjusted EBITDA of Willis, pro forma for Willis’ acquisition of Gras Savoye, and calendar year 2016 estimated cash EPS of Willis. This analysis indicated approximate implied per share equity value reference ranges for Willis, based on calendar year 2015 estimated EBITDA multiples and calendar year 2016 estimated cash EPS multiples, of $41.50 to $52.00 and $43.75 to $52.00, respectively.

Utilizing the approximate implied per share equity value reference ranges derived for Towers Watson, adjusted for the Towers Watson pre-merger special dividend, and Willis described above, BofA Merrill Lynch calculated the following implied exchange ratio reference ranges, as compared to the Exchange Ratio:


Implied Exchange Ratio Reference Ranges Based on:
2015E EBITDA	2016E Cash EPS	Exchange Ratio
2.3967x – 3.4007x	2.2573x – 3.1516x	2.6490x

No company or business used in these analyses is identical or directly comparable to Towers Watson or Willis. Accordingly, an evaluation of the results of these analyses is not entirely mathematical. Rather, these analyses involve complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which Towers Watson and Willis were compared.

Discounted Cash Flow Analyses. BofA Merrill Lynch performed separate discounted cash flow analyses of Towers Watson and Willis by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that Towers Watson was forecasted to generate based on the Towers Watson forecasts during the fiscal year ending June 30, 2016 through the fiscal year ending June 30, 2018 (calculated as EBITDA less depreciation less income taxes plus depreciation less increases in working capital less capital expenditures) and

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that Willis was forecasted to generate based on the Willis forecasts during the six-month period ending December 31, 2015 through the full fiscal year ending December 31, 2018 (calculated as adjusted EBITDA less depreciation less restructuring and other expenses related to Willis’ ongoing operational improvement program less income taxes plus depreciation less the Miller Insurance Services LLP acquisition payment less increases in working capital less capital expenditures), in each case, assuming for purposes of such analyses, normalized depreciation after the end of the forecast period.

Towers Watson. In performing a discounted cash flow analysis of Towers Watson, BofA Merrill Lynch calculated terminal values for Towers Watson by applying to the fiscal year ending June 30, 2018 estimated EBITDA of Towers Watson a selected range of terminal value EBITDA multiples of 10.0x to 12.5x. The cash flows and terminal values were then discounted to present value (as of June 30, 2015) using discount rates ranging from 8.5% to 10.5% derived from a weighted average cost of capital calculation. This analysis indicated an approximate implied per share equity value reference range for Towers Watson of $123.25 to $155.50.

BofA Merrill Lynch also calculated terminal values for Towers Watson by applying to Towers Watson’s estimated standalone unlevered, after-tax free cash flows at the end of the forecast period a range of perpetuity growth rates of 3.5% to 4.5%. The cash flows were then discounted to present value (as of June 30, 2015) using discount rates ranging from 8.5% to 10.5% derived from a weighted average cost of capital calculation. This analysis indicated an approximate implied per share equity value reference range for Towers Watson of $104.75 to $173.75.

Willis. In performing a discounted cash flow analysis of Willis, BofA Merrill Lynch calculated terminal values for Willis by applying to the fiscal year ending December 31, 2018 estimated adjusted EBITDA of Willis a selected range of terminal value adjusted EBITDA multiples of 10.0x to 12.5x. The cash flows and terminal values were then discounted to present value (as of June 30, 2015) using discount rates ranging from 7.0% to 8.5% derived from a weighted average cost of capital calculation. This analysis indicated an approximate implied per share equity value reference range for Willis of $49.50 to $66.75.

BofA Merrill Lynch also calculated terminal values for Willis by applying to Willis’ estimated standalone unlevered, after-tax free cash flows at the end of the forecast period a range of perpetuity growth rates of 1.5% to 2.5%. The cash flows were then discounted to present value (as of June 30, 2015) using discount rates ranging from 7.0% to 8.5% derived from a weighted average cost of capital calculation. This analysis indicated an approximate implied per share equity value reference range for Willis of $48.75 to $82.25.


Implied Exchange Ratio Reference Ranges Based on:
EBITDA Multiple	Perpetuity Growth Rate	Exchange Ratio
1.7735x – 3.0430x	1.2144x – 3.4642x	2.6490x

Illustrative Hypothetical Net Present Value Accretion. BofA Merrill Lynch reviewed the potential pro forma value accretion to holders of Towers Watson common stock from the Merger, after taking into account the Towers Watson pre-merger special dividend and the pro forma ownership of holders of Towers Watson common stock in the combined company upon consummation of the Merger of approximately 49.9%. For illustrative purposes, BofA Merrill Lynch assumed hypothetical calendar year 2016 estimated cash net income multiples for the combined company ranging from 16.0x to 20.8x (representing, at the high-end of such range, Towers Watson’s implied calendar year 2016 estimated cash net income multiple as of June 26, 2015) and potential net U.S. tax benefits resulting from the transition of Towers Watson’s standalone tax rate to an approximately 25% pro forma tax rate, with illustrative run-rate cost savings from the Merger ranging from $0 million to $250

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million ($100 million of illustrative run-rate cost savings from the Merger reflects Towers Watson management’s base case) after taking into account potential net U.S tax benefits resulting from the application of such pro forma tax rate to such illustrative run-rate cost savings. Financial data of Towers Watson was based on the Towers Watson forecasts and financial data of Willis was based on the Willis forecasts. This illustrative range of run-rate cost savings from the Merger indicated an implied hypothetical value range to holders of Towers Watson common stock of approximately $9.8 billion to $14.2 billion, as compared to Towers Watson’s market value on June 26, 2015 of approximately $9.9 billion. BofA Merrill Lynch noted that an illustrative calendar year 2016 estimated net income multiple for the combined company of 17.2x (representing an implied weighted average calendar year 2016 estimated cash net income multiple based on the combined market capitalizations of Towers Watson and Willis divided by the combined company’s calendar year 2016 estimated cash net income), after taking into account the Towers Watson pre-merger special dividend, indicated an implied hypothetical value range to holders of Towers Watson common stock of approximately $10.5 billion to $11.9 billion.

BofA Merrill Lynch also reviewed the potential pro forma value accretion to holders of Towers Watson common stock based on the standalone perpetuity growth rate discounted cash flow analyses of Towers Watson and Willis described above under the heading “—Discounted Cash Flow Analyses” and taking into account, among other things, estimated present values (as of June 30, 2015) of the potential base case net run-rate cost savings (applying a range of perpetuity growth rates of 0% to 2.0% and discount rates of 8.5% to 10.5%) and potential net U.S. tax benefits (assuming both the transition of Towers Watson’s standalone tax rate to an approximately 25% pro forma tax rate and the application of such pro forma tax rate to such potential net run-rate cost savings) expected by the managements of Towers Watson and Willis to result from the Merger. Financial data of Towers Watson was based on the Towers Watson forecasts and financial data of Willis was based on the Willis forecasts. This indicated that, based on the pro forma ownership of holders of Towers Watson common stock in the combined company upon consummation of the Merger of approximately 49.9% and after taking into account the Towers Watson pre-merger special dividend, the Merger could be accretive to the approximate implied per share equity value reference range for Towers Watson derived from the standalone perpetuity growth rate discounted cash flow analysis of Towers Watson described above under the heading “—Discounted Cash Flow Analyses” by approximately 20.6% to 21.5%.

The actual results achieved by the combined company may vary from projected results and the variations may be material.

Relative Contributions. BofA Merrill Lynch reviewed the relative contributions of Towers Watson and Willis to the combined company’s calendar years 2015 through 2017 estimated adjusted EBITDA and estimated cash net income. Financial data of Towers Watson was based on public filings and estimates of the management of Towers Watson, including the Towers Watson forecasts, and financial data of Willis was based on public filings and estimates of the management of Willis, including the Willis forecasts. This indicated overall relative contributions of Towers Watson to the combined company’s calendar years 2015 through 2017 estimated adjusted EBITDA of approximately 43.0% to 44.1% and to the combined company’s calendar years 2015 through 2017 estimated cash net income of approximately 41.5% to 44.9%, in each case adjusted for the Towers Watson pre-merger special dividend, as compared to the pro forma ownership of holders of Towers Watson common stock in the combined company upon consummation of the Merger of approximately 49.9%. BofA Merrill Lynch noted that such overall relative contributions of Towers Watson to the combined company’s calendar years 2015 through 2017 estimated adjusted EBITDA and estimated cash net income, in each case adjusted for the Towers Watson pre-merger special dividend, indicated an overall implied exchange ratio of 2.6178x to 2.7562x and 1.8675x to 2.1393x, respectively, as compared to the Exchange Ratio of 2.6490x.

Other Factors. BofA Merrill Lynch also observed certain additional factors that were not considered part of BofA Merrill Lynch’s financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

•

the historical trading performance of Towers Watson common stock and Willis ordinary shares during the 52-week period ended June 26, 2015, which indicated low and high closing prices for Towers

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Watson common stock during such period of approximately $99.35 to $141.26 per share and low and high closing prices for Willis ordinary shares during such period of approximately $39.51 to $49.74 per share, and an implied exchange ratio reference range of 1.8995x to 3.4521x (after adjusting Towers Watson common stock closing prices for the Towers Watson pre-merger special dividend), as compared to the Exchange Ratio of 2.6490x;

•

the historical trading performance of, and implied exchange ratios for, Towers Watson common stock and Willis ordinary shares during the five-day, ten-day, 20-day, 30-day, 60-day, 90-day, 180-day, one-year and 18-month periods ended June 26, 2015, both adjusted and unadjusted for the Towers Watson pre-merger special dividend of $4.87 per share, which indicated, during such periods, an overall range of implied exchange ratios adjusted for the Towers Watson pre-merger special dividend of 2.281x to 2.926x (with a mean range of 2.539x to 2.875x and a median range of 2.529x to 2.869x), as compared to the Exchange Ratio of 2.6490x, and overall range of implied exchange ratios unadjusted for the Towers Watson pre-merger special dividend of 2.394x to 3.030x (with a mean range of 2.650x to 2.979x and a median range of 2.643x to 2.972x), as compared to the Exchange Ratio unadjusted for the Towers Watson pre-merger special dividend of 2.7436x; and

•

the potential pro forma financial impact of the Merger, based on the Towers Watson forecasts and the Willis forecasts, relative to Towers Watson’s calendarized years ending December 31, 2016 through December 31, 2018 estimated cash EPS on a standalone basis after taking into account potential synergies (assuming potential base case run-rate cost savings excluding the costs to achieve such cost savings) expected by the managements of Towers Watson and Willis to result from the Merger and the Towers Watson pre-merger special dividend, which indicated, based on the Exchange Ratio, that the Merger could be accretive relative to Towers Watson’s calendar years 2016 through 2018 estimated cash EPS on a standalone basis by approximately 21.0% to 36.5%. The actual results achieved by the combined company may vary from projected results and the variations may be material.

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Merrill Lynch to the Towers Watson board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that the analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses considered or focusing on information presented in tabular format, without considering all analyses or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Towers Watson and Willis. The estimates of the future performance of Towers Watson and Willis in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, of the Exchange Ratio (after giving effect to the Towers Watson pre-merger special dividend) to holders of Towers Watson common stock and were provided to the Towers Watson board of directors in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from,

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any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual value of Towers Watson or Willis.

The type and amount of consideration payable in the Merger was determined through negotiations between Towers Watson and Willis, rather than by any financial advisor, and was approved by the Towers Watson board of directors. The decision to enter into the Merger Agreement was solely that of the Towers Watson board of directors. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by the Towers Watson board of directors in its evaluation of the Merger and should not be viewed as determinative of the views of the Towers Watson board of directors, management or any other party with respect to the Merger or the Exchange Ratio.

In connection with BofA Merrill Lynch’s services as Towers Watson’s financial advisor, Towers Watson has agreed to pay BofA Merrill Lynch an aggregate fee of $25 million, of which a portion was payable upon delivery of its opinion and $23.5 million is contingent upon consummation of the Merger. In addition, Towers Watson has agreed to reimburse BofA Merrill Lynch for its expenses, including fees and expenses of BofA Merrill Lynch’s legal counsel, incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch and related persons against liabilities, including liabilities under the federal securities laws, arising out of BofA Merrill Lynch’s engagement.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of business, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Towers Watson, Willis and certain of their respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Towers Watson and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as financial advisor to Towers Watson in connection with a divestiture transaction, (ii) having acted or acting as administrative agent and joint lead arranger for, and as a lender (including a swing line lender and letter of credit lender) under, certain credit facilities of Towers Watson, and (iii) having provided or providing certain treasury and trade management services and products to Towers Watson and certain of its affiliates. In addition, certain of BofA Merrill Lynch’s affiliates maintain significant commercial (including vendor) relationships with Towers Watson. From June 1, 2013 through May 31, 2015, BofA Merrill Lynch and its affiliates received aggregate revenues from Towers Watson and/or certain of its affiliates of less than $7 million for corporate, commercial and investment banking services.

In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Willis and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as a co-manager on a debt offering by an affiliate of Willis, (ii) having acted or acting as a lender to Willis and certain of its affiliates, and (iii) having provided or providing certain treasury and trade management services and products to Willis and certain of its affiliates. From June 1, 2013 through May 31, 2015, BofA Merrill Lynch and its affiliates received aggregate revenues from Willis and/or certain of its affiliates of less than $3 million for corporate, commercial and investment banking services.

BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in providing financial advisory services in connection with mergers and acquisitions. Towers Watson selected BofA

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Merrill Lynch as its financial advisor in connection with the Merger on the basis of BofA Merrill Lynch’s experience in similar transactions, its reputation in the investment community and its familiarity with Towers Watson and its business.

Forward-Looking Financial Information

Prior to approval by the Willis board of directors and the Towers Watson board of directors of the Merger, the execution of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, the respective managements of Willis and Towers Watson prepared or approved certain forward-looking financial information in connection with the Merger and related transactions. The forward-looking financial information prepared or approved by each of the companies is on a standalone basis and is not intended to be added together, and adding together the forward-looking financial information for the two companies would not represent the results the combined company will achieve if the Merger is completed and does not represent forward-looking financial information for the combined company. The following forward-looking financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to forward-looking financial information.

Willis Forward-Looking Financial Information

Willis does not as a matter of course make public projections as to future earnings or other results of operations. However, for internal purposes and in connection with the process leading to the Merger Agreement, Willis management prepared certain projections of future financial and operating performance of Willis for the fiscal years ending December 31, 2015 through 2018. Towers Watson management also prepared certain projections of future financial and operating performance of Towers Watson for the fiscal years ending June 30, 2015 through 2018, which Willis management, in accordance with guidance from Towers Watson management, converted into calendar year-end figures. These projections are included in this joint proxy statement/prospectus because Willis provided such projections to the Willis board of directors and to Willis’ financial advisor, Perella Weinberg, in connection with the Merger, and are referred to in this section as the “Willis Forecasts” and the “Towers Watson Calendar Year Forecasts,” respectively. In addition, Willis and Towers Watson jointly prepared estimates of annual cost synergies expected to be realized following the closing, which are referred to in this section as the “Estimated Synergies.” The Estimated Synergies are not reflected in the projections of future financial and operating performance. Willis authorized Perella Weinberg to use and rely upon the Willis Forecasts, the Towers Watson Calendar Year Forecasts and the Estimated Synergies in providing advice to the Willis board of directors in relation to the proposed Merger. The following prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. In the view of Willis’ management, the information was prepared on a reasonable basis consistent with the significant accounting policies contained in Willis’ Annual Report on Form 10-K for the year ended December 31, 2014 as amended by Item 8 contained in Willis’ Form 8-K filed on August 21, 2015, both incorporated by reference into this joint proxy statement/prospectus. This reflected the best then currently available estimates and judgments at the time of its preparation, including the impact of Willis’ operational improvement program and the completion of known and anticipated acquisitions including Willis’ acquisition of GS & CIE Groupe (referred to as “Gras Savoye”) in the Willis Forecasts beginning in the year ended December 31, 2016, and presented at the time of its preparation, to the best of Willis’ management’s and, Towers Watson’s management’s, as applicable, knowledge and belief, reasonable projections of the future financial performance of Willis and Towers Watson. However, the projections have not been updated, are not fact and should not be relied upon as necessarily indicative of actual future results, and readers of this joint proxy statement/prospectus are cautioned not to rely on this forward-looking financial information.

Neither Willis’ nor Towers Watson’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the forward-looking financial information

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contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the forward-looking financial information.

The following tables present a summary of the Willis Forecasts and the Towers Watson Calendar Year Forecasts:

WILLIS FORECASTS—

(FISCAL YEAR END 31 DECEMBER)

($ in millions, except for per share information)


	Fiscal Year Ending December 31,
	2015E		2016E		2017E		2018E
Total Revenues	$	3,876	$	4,522	$	4,785	$	5,078
Net Income attributable to Willis Group Holdings	$	518	$	436	$	541	$	721
Underlying Net Income⁽¹⁾	$	468	$	530	$	637	$	721
Underlying Cash Net Income⁽¹⁾	$	510	$	611	$	715	$	801
Underlying EBITDA⁽¹⁾	$	910	$	1,051	$	1,193	$	1,309

Source: Willis management.

⁽¹⁾

Underlying Net Income, Underlying Cash Net Income and Underlying EBITDA are calculated by excluding the impact of certain items as detailed in the reconciliations presented herein from the most directly comparable GAAP measure (see the section entitled “—Non-GAAP Financial Measures”) beginning on page 109 of this joint/proxy statement prospectus).

TOWERS WATSON CALENDAR YEAR FORECASTS—

(CALENDAR YEAR END 31 DECEMBER)

($ in millions, except for per share information)


	Calendar Year Ending December 31,
	2015E		2016E		2017E		2018E⁽³⁾
Revenue	$	3,663	$	3,953	$	4,297	$	4,666
Net Income	$	398	$	417	$	440	$	497
Cash Net Income⁽¹⁾	$	447	$	470	$	492	$	552
Adjusted EBITDA⁽²⁾	$	793	$	831	$	876	$	980

Source: Towers Watson management. Willis management, in accordance with guidance from Towers Watson management, converted the forecasts into calendar year-end figures.

⁽¹⁾	Cash Net Income is defined as Net Income attributable to Towers Watson common stockholders excluding amortization of acquisition related intangibles.

⁽²⁾

Adjusted EBITDA is defined as Net income attributable to Towers Watson common stockholders adjusted for discontinued operations net of tax, provision for income taxes, interest expense, net, depreciation and amortization, transaction and integration expenses, and other non-operating income excluding income from variable interest entity.

⁽³⁾	2018E calendar year figures based on Towers Watson’s fiscal year-end 30 June projections and extrapolated based on Towers Watson management guidance.

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Non-GAAP Financial Measures

The Willis Forecasts contain certain non-GAAP financial measures, including Underlying Net Income, Underlying Cash Net Income and Underlying EBITDA which Willis believes are helpful in understanding its past financial performance and future results. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with Willis’ consolidated financial statements prepared in accordance with GAAP and the reconciliation to GAAP measures presented herein. Willis management regularly uses supplemental non-GAAP financial measures internally to understand and manage the business and forecast future periods.

Willis Forecasts

Set forth below are reconciliations of Net income attributable to Willis Group Holdings, the most directly comparable GAAP measure, to Underlying EBITDA, Underlying Net Income and Underlying Cash Net Income, based on financial information available to, or projected by Willis.

Reconciliation of Net income attributable to Willis Group Holdings to Underlying EBITDA:


	Fiscal Year Ending December 31,
	2015E			2016E			2017E			2018E
Net income attributable to Willis Group Holdings, GAAP basis	$	518		$	436		$	541		$	721
Excluding:
Net income attributable to noncontrolling interests		11			11			10			10
Interest in earnings of associates, net of tax		(12	)		(13	)		(13	)		(14	)
Income taxes		53			141			170			221
Interest expenses		138			143			148			153
Other (income) expense, net		(90	)		—			—			—
Depreciation expense		96			102			107			113
Amortization of intangibles		56			107			103			105
Restructuring costs		140			124			127			—

Underlying EBITDA	$	910		$	1,051		$	1,193		$	1,309

Reconciliation of Net income attributable to Willis to Underlying Net Income and Underlying Cash Net Income:


	Fiscal Year Ending December 31,
	2015E			2016E		2017E		2018E
Net income attributable to Willis, GAAP basis	$	518		$	436	$	541	$	721
Excluding:
Restructuring costs		105			94		96		—
Venezuela currency devaluation		—			—		—		—
Remeasurement gain on Associate carrying value		(65	)		—		—		—
Impact of US valuation allowance		(90	)		—		—		—

Underlying Net Income	$	468		$	530	$	637	$	721

Excluding:
Amortization of intangibles		42			81		78		80

Underlying Cash Net Income	$	510		$	611	$	715	$	801

Estimated Synergies

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projected by the managements of Willis and Towers Watson to result from the Merger. These Estimated Synergies were projected to range from $100 million to $125 million.

The estimates and assumptions underlying forward-looking information for Willis are inherently uncertain and, although considered reasonable by Willis management as of the date of their preparation, are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained therein, including, the matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32 of this joint proxy statement/prospectus, “Risk Factors” beginning on page 34 of this joint proxy statement/prospectus, and Part I, Item 1A in Willis’ 2014 Annual Report on Form 10-K. The Estimated Synergies, the Willis Forecasts and the Willis Forecasts for Towers Watson also reflect assumptions as to certain business decisions that are subject to change. Accordingly, there can be no assurance that the forward-looking results are indicative of the future performance of Willis or Towers Watson or that actual results will not differ materially from those presented in the Estimated Synergies, the Willis Forecasts or the Towers Watson Calendar Year Forecasts. Inclusion of the Estimated Synergies, the Willis Forecasts and the Towers Watson Calendar Year Forecasts in this joint proxy statement/prospectus should not be regarded as a representation by any person that the results contained in the forward-looking financial information will be achieved.

Willis does not intend to update or otherwise revise the forward-looking financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, Willis does not intend to update or revise the forward-looking financial information in this joint proxy statement/prospectus to reflect changes in general economic or industry conditions.

The information concerning forward-looking financial information provided by Willis is not included in this joint proxy statement/prospectus in order to induce any stockholder to vote in favor of the Willis Share Issuance Proposal or to acquire securities of Willis.

Towers Watson Forward-Looking Financial Information

Towers Watson does not as a matter of course make public projections as to future earnings or other results of operations other than providing estimates for certain financial items on a near-term basis on its regular earnings calls. However, for internal purposes and in connection with the process leading to the Merger Agreement, the management of Towers Watson prepared or approved for the Towers Watson board in its evaluation of the Merger and for BofA Merrill Lynch’s use and reliance in connection with its financial analyses and opinion certain projections of future financial and operating performance of Towers Watson for the fiscal years ended June 30, 2015 through June 30, 2018 and as converted to calendar years December 31, 2015 through December 31, 2018. The foregoing projections, which are collectively referred to in this section as the “Towers Watson Projections,” are included in this joint proxy statement/prospectus because Towers Watson provided such projections to the Towers Watson board of directors and to Towers Watson’s financial advisor for their use in relation to the proposed Merger. The following prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. In the view of Towers Watson’s management, the information was prepared on a reasonable basis consistent with the significant accounting policies contained in Towers Watson’s Annual Report on Form 10-K for the year ended June 30, 2015, incorporated by reference into this joint proxy statement/prospectus. In the view of Towers Watson’s management, the information was prepared on a reasonable basis and reflected the best then currently available estimates and judgments at the time of its preparation, and presented at the time of its preparation, to the best of Towers Watson management’s knowledge and belief, reasonable projections of the future financial performance of Towers Watson. However, these projections have not been updated, are not fact and should not be relied upon as necessarily predictive of actual future results, and readers of this joint proxy statement/prospectus are cautioned not to rely on this forward-looking financial information.

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Neither Towers Watson’s nor Willis’ independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the forward-looking financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the forward-looking financial information.

The Towers Watson Projections contain certain non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Expenses (referred to as “EBITDA”) and Cash Net Income, which Towers Watson believes are helpful in understanding its past financial performance and future results. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with Towers Watson’s consolidated financial statements prepared in accordance with GAAP and the reconciliation to GAAP measures presented herein. Towers Watson’s management regularly uses supplemental non-GAAP financial measures internally to understand and manage the business and forecast future periods.

The following table presents a summary of the Towers Watson Projections:

TOWERS WATSON PROJECTIONS—

(FISCAL YEAR END 30 JUNE)

($ in millions, except per share amounts)


	2015E³		2016E		2017E		2018E
Revenue	$	3,612	$	3,806	$	4,099	$	4,466
Cash Net Income¹	$	426	$	448	$	487	$	528
EBITDA²	$	760	$	793	$	860	$	939

¹	Cash Net Income excludes amortization of acquisition-related intangibles.

²	EBITDA includes stock-based compensation expense.

³	The information contained in this table was prepared prior to the finalization of Towers Watson’s June 30, 2015 results, and therefore does not include those reported results.

Set forth below is a reconciliation of EBITDA and Cash Net Income to the most comparable GAAP financial measures, based on financial information available to, or projected by, Towers Watson. (Certain totals may not add due to rounding).


	2015E¹		2016E		2017E		2018E
Cash Net Income:
Cash Net Income	$	426	$	448	$	487	$	528
Reconciling Item(s):
Amortization expense of acquisition-related intangibles	$	48	$	52	$	53	$	52

Net Income	$	378	$	396	$	435	$	476

EBITDA:
EBITDA	$	760	$	793	$	860	$	939
Reconciling Item(s):
Interest Expense, net	$	3	$	3	$	3	$	3
Tax provision	$	198	$	208	$	228	$	256
Depreciation and amortization	$	180	$	186	$	195	$	204

Net Income	$	378	$	396	$	435	$	476

¹	The information contained in this table was prepared prior to the finalization of Towers Watson’s June 30, 2015 results, and therefore does not include those reported results.

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TOWERS WATSON PROJECTIONS—

(CALENDAR YEAR END 31 DECEMBER)

($ in millions, except per share amounts)


	2015E³		2016E		2017E		2018E
Revenue	$	3,709	$	3,954	$	4,282	$	4,644
Cash Net Income¹	$	437	$	470	$	508	$	549
EBITDA²	$	776	$	830	$	900	$	977

¹	Cash Net Income excludes amortization of acquisition-related intangibles.

²	EBITDA includes stock-based compensation expense.

³	The information contained in this table was prepared prior to the finalization of Towers Watson’s June 30, 2015 results, and therefore does not include those reported results.


	2015E¹		2016E		2017E		2018E
Cash Net Income:
Cash Net Income	$	437	$	470	$	508	$	549
Reconciling Item(s):
Amortization expense of acquisition-related intangibles	$	50	$	53	$	52	$	54

Net Income	$	387	$	418	$	455	$	495

EBITDA:
EBITDA	$	776	$	830	$	900	$	977
Reconciling Item(s):
Interest Expense, net	$	3	$	3	$	3	$	3
Tax provision	$	203	$	219	$	242	$	266
Depreciation and amortization	$	183	$	191	$	200	$	212

Net Income	$	387	$	418	$	455	$	495

¹	The information contained in this table was prepared prior to the finalization of Towers Watson’s June 30, 2015 results, and therefore does not include those reported results.

Willis and Towers Watson also jointly prepared and approved for their respective boards of directors and for their respective financial advisors’ use and reliance in their evaluation of the Merger certain cost synergies projected by the management of Willis and Towers Watson to result from the Merger. These Estimated Synergies were projected to range from $100 million to $125 million.

The estimates and assumptions underlying the forward-looking financial information are inherently uncertain and, though considered reasonable by the management of Towers Watson as of the date of its preparation, are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained therein, including, the matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32 of this joint proxy statement/prospectus, “Risk Factors” beginning on page 34 of this joint proxy statement/prospectus and Part I, Item 1A in the Towers Watson’s 2015 Annual Report on Form 10-K. The Towers Watson Projections also reflect assumptions as to certain business decisions that are subject to change. Accordingly, there can be no assurance that the forward-looking results are necessarily predictive of the future performance of Towers Watson or Willis, or that actual results will not differ materially from those presented in

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the Towers Watson Projections. Inclusion of the forward-looking financial information in this joint proxy statement/prospectus should not be regarded as a representation by any person that the results contained in the forward-looking financial information will be achieved.

Towers Watson does not intend to update or otherwise revise the forward-looking financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, Towers Watson does not intend to update or revise the forward-looking financial information in this joint proxy statement/prospectus to reflect changes in general economic or industry conditions.

The information concerning forward-looking financial information provided by Towers Watson is not included in this joint proxy statement/prospectus in order to induce any stockholder to vote in favor of the Towers Watson Merger Proposal or to influence any stockholder’s decision whether or not to seek appraisal rights with respect to shares of Towers Watson common stock held by such stockholder.

Board of Directors and Management after the Transaction

It is expected that, following the completion of the Merger, the Willis board of directors will continue to be comprised of twelve members, except that six directors will be nominated by Towers Watson following the consummation of the Merger. The board of directors will include the following directors: Mr. McCann, Mr. Haley, and Mr. Casserley.

Upon completion of the Merger, James F. McCann will become the Chairman of the board of directors of the combined company, John J. Haley will become the Chief Executive Officer of the combined company, and Dominic Casserley will become President and Deputy Chief Executive Officer of the combined company, in each case, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

Interests of Willis’ Directors and Executive Officers in the Transaction

You should be aware that some of Willis’ directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Willis’ shareholders generally. The Willis board of directors was aware of the different or additional interests set forth herein and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement.

These interests include that certain of Willis’ current directors will continue to serve as directors of Willis following the consummation of the Merger, as discussed in more detail in the section entitled “—Board of Directors and Management after the Transaction” on page 113 of this joint proxy statement/prospectus. In addition, the Willis board of directors approved a one-time increase of $50,000 per annum to the retainer fee of its Chairman, James McCann, for the period of July 1, 2015 through December 31, 2016, in recognition of the additional services that will be required of him in connection with integration and transition planning, payable whether or not the Merger is completed.

Treatment of Outstanding Equity Awards

Willis’ executive officers have previously been granted share options, time-based restricted share unit awards (referred to as “RSU”) and performance-based restricted share unit awards (referred to as “PSU”) under Willis’ 2012 Equity Incentive Plan. Pursuant to the terms of their respective employment agreements and the applicable award agreements, an executive officer’s outstanding equity awards will be subject to certain accelerated vesting provisions under specified terminations of employment, as described in more detail below under “—Change in Control Termination Benefits.”

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Change in Control Termination Benefits

On June 29, 2015, Willis (or in certain cases, its subsidiaries, which will be referred to for purposes of this disclosure as “Willis”) amended the employment agreements of its executive officers (other than its chief executive officer) to clarify that the Merger will constitute a change in control under the employment agreements (referred to as the “Amended Agreements”). On such date, Willis amended and restated the October 12, 2012 employment agreement with its Chief Executive Officer, Dominic Casserley, with the effectiveness of such amended and restated agreement being subject to and conditioned upon the consummation of the Merger (referred to as the “New CEO Agreement”) and generally continuing until December 31, 2016, unless extended by mutual agreement. Subject to the execution of a release and compliance with certain restrictive covenants, the Amended Agreements and New CEO Agreement provide that (i) in the event that any of Willis’ other executive officers is terminated by Willis without “cause” or resigns for “good reason,” (each as defined in the respective employment agreements) within two years following a change in control, or (ii) in the event that Mr. Casserley is terminated by Willis without “cause” or he resigns for “good reason” (each as defined in the New CEO agreement), then such individual will be entitled to the following:

•

A lump sum severance payment equal to two times the sum of the executive’s annual base salary and target annual incentive compensation award at the time of termination;

•

Except for Mr. Casserley, a lump sum payment reflecting the pro rata portion of the executive’s annual incentive compensation award for the year of termination, based on target level of performance;

•

For Mr. Casserley, (i) if he is terminated on or before December 31, 2015, a lump sum payment reflecting the pro rata portion of his annual incentive compensation award for the year of termination based on actual performance, without regard to his termination or (ii) if he is terminated after December 31, 2015, a lump sum payment reflecting the full target annual incentive compensation award (or, if greater, the annual incentive compensation award based on actual performance) for the fiscal year of termination;

•

Generally, continued participation for the executive and his or her spouse and dependents in the Willis group medical plan in which the executive and his or her spouse and dependents participate on the date of termination, or in lieu of such coverage, monthly payments equal to the excess of the COBRA (or equivalent) rate under such group medical plan over the amount payable generally by Willis’ executive officers, for 12 months post-termination (for Mr. Casserley, 18 months), or if earlier, until the date the executive obtains new employment that offers group medical coverage;

•

Waiver of all employment or service-based vesting requirements for any outstanding share options, RSUs or other long-term incentive awards as of the date of termination (additionally, for Mr. Casserley, the performance goals under the award agreements will be deemed to have been met at the greater of actual or target levels);

•

Extension of exercise period for all vested share options until the earlier of: (i) one year post-termination or, for Mr. Casserley, three years post-termination (or, if later, the post-termination expiration date specified in the share option) and (ii) the expiration date of such share option that would have applied in the event of continued employment with Willis; and

•

For Mr. Casserley, reimbursement for all reasonable costs incurred in relocating himself and his family and their possessions from the New York metropolitan area to the London, England metropolitan area pursuant to the relocation policies in effect for executives of Willis generally for a relocation occurring within 12 months following termination of employment.

The value of the payments and benefits to which each current named executive officer (referred to as “NEO”) could become entitled pursuant to the employment agreements, assuming for this purpose that the Merger is consummated on September 30, 2015 and termination of employment without “cause” or for “good reason” (referred to as a “Qualifying Termination”) occurs on the day immediately following such date, is provided in the Golden Parachute Compensation table below.

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The aggregate value of payments and benefits to which all other executive officers could become entitled pursuant to the employment agreements, also assuming for this purpose that the Merger is consummated on September 30, 2015 and a Qualifying Termination occurs on the day immediately following such date, is a total of $21,407,512 (which figure or underlying amounts do not otherwise appear in the table below as such table is for NEOs only). This amount is based on the same assumptions used for the NEOs that are set forth below.

Generally, in the event that total severance payments due to the executive officer would be subject to the excise taxes imposed under Section 4999 of the Code, then the severance payments will be cut back to the amount that would result in no such tax being imposed, if such reduction would result in a greater after-tax benefit to the executive officer. The payments to any executive officer do not reflect the value of any such potential cutback.

Specified Compensation that may Become Payable to the NEOs in Connection with the Merger

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the estimated amounts of compensation and benefits that each NEO of Willis could receive pursuant to the terms of the Amended Agreements and the New CEO Agreement that are based on or otherwise relate to the Merger. These amounts have been calculated assuming the Merger is consummated on September 30, 2015 and assuming each individual experiences a Qualifying Termination on the day immediately following such date, and where applicable, the values were calculated based on an exchange rate of £1: $1.51555 as of October 1, 2015.

Please note that the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the dates used based on the assumptions described above and do not reflect certain compensation actions, including the grant of additional equity awards, that may occur prior to the consummation of the Merger. As a result, the actual amounts, if any, that may be paid or become payable to Willis’ named executive officers may materially differ from the amounts set forth below.

Golden Parachute Compensation


NEO*	Cash ($)⁽¹⁾		Equity ($)⁽²⁾		Perquisites/Benefits ($)⁽³⁾		Total ($)
Dominic Casserley		8,286,279		12,884,097		221,453		21,391,828
John Greene		4,610,279		1,156,373		538		5,767,190
Todd Jones		4,953,847		1,746,518		1,027		6,701,392
Timothy Wright		5,182,679		3,134,011		538		8,317,228

*	Stephen Hearn is excluded from this table as he is no longer actively employed pursuant to his notice of resignation on June 24, 2015. No payments, distributions or benefits that are based on or otherwise relate to the Merger will be due to Mr. Hearn.

⁽¹⁾

Cash.

The following table shows, for each NEO, the amount of each component part of the cash payments. These amounts are double trigger in nature because they are payable upon a Qualifying Termination occurring within two years following a change in control (or in the case of Mr. Casserley, upon a Qualifying Termination occurring at any time following the consummation of the Merger).

The amount set forth under Mr. Casserley’s Pro Rata Target Annual Incentive Compensation Award (for the year in which the termination occurs) is calculated based on Willis’ target level of performance for 2015. Pursuant to the New CEO Agreement, he is entitled to a payout based on Willis’ actual 2015 performance.

Willis has not applied a modifier for the 2015 annual incentive compensation awards that can increase or decrease (up to 10% in either direction) the payout for the Willis Group performance component of an award

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based on Willis’ expenses under its operational improvement program as a percentage of budget (referred to as the “Expense Modifier”).

The amounts in the Dividend Equivalents column reflect the dividend equivalents payable when time-based RSU awards become vested.


NEO	Two Times Base Salary ($)		Two Times Target Annual Incentive Compensation Award ($)		Pro Rata Target Annual Incentive Compensation Award (for year of termination) ($)		Dividend Equivalents ($)		Total ($)
Dominic Casserley		2,000,000		4,500,000		1,689,041		97,237		8,286,279
John Greene		1,500,000		2,250,000		844,521		15,759		4,610,279
Todd Jones		1,450,000		2,537,500		952,432		13,916		4,953,847