Shareholders approved a merger between Towers Watson & Co. and Willis Group Holdings PLC on Friday, the two companies announced in a joint statement
The third time was the charm in winning shareholder approval after Towers Watson postponed the vote twice after failing to gain enough shareholder support.
Driehaus Capital Management voted against the merger, said Matthew Schoenfeld, assistant portfolio manager.
Driehaus has been a critic of the proposed deal, even after Towers Watson sweetened its special dividend to $10 from $4.87 a share to attract enough shareholder support to complete the deal.
“While we are disappointed there was not another improvement in the terms, it is a better deal than it was originally,” Mr. Schoenfeld said. Shareholders will receive in total $355 million more from the sweetened terms, he said.
“Willis got a good deal,” Mr. Schoenfeld said. “Despite the fact we opposed the deal, I like the combination from here and think you'll see appreciation and a more vigilant management team because of the spotlight they receive in the process” to complete the shareholder approval of the merger.
Driehaus holds 1,175,113 Towers Watson shares, amounting to 1.5% of the company. It is short Willis stock.
The C$272.9 billion ($204 billion) Canada Pension Plan Investment Board, Toronto, voted in favor of the proposed merger, while the $188 billion California State Teachers' Retirement System, West Sacramento, and $175.6 billion Florida State Board of Administration, Tallahassee, voted against the merger.
ValueAct Capital Management, which owns 475,000 Towers Watson shares and 18.4 million, or 10.2%, of Willis' shares, entered into a voting agreement with Towers Watson to vote in favor of the merger. Towers Watson has 69.2 million shares outstanding.
Proxy-voting advisory firms Institutional Shareholder Services and Glass Lewis recommended their clients vote against the merger, while Egan-Jones Proxy Services recommended clients vote in favor.
The merger was valued at $8.7 billion, or $125.13 per Tower Watson share, the day before the announcement last June 30 of the proposal.
Aside from the special dividend, under the proposed merger agreement, for each share they own, Towers Watson shareholders will receive 2.649 Willis shares.
Towers Watson stock was priced at $133.55 and Willis stock was priced at $46.44, both in midday trading Friday.
Only Towers Watson shareholder approval was necessary for the approval of the proposed merger.
