UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2021

Aon plc
(Exact name of registrant as specified in its charter)

 
					
Ireland	 	1-7933	 	98-1539969	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	

Metropolitan Building, James Joyce Street
Dublin 1, Ireland D01 K0Y8	
(Address of principal executive offices)	
Registrant’s telephone number, including area code: +353 1 266 6000
Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading
Symbol(s)	 	Name of each exchange
on which registered	
Class A Ordinary Shares, $0.01 nominal value	 	AON	 	New York Stock Exchange	
Guarantees of Aon plc’s 4.000% Senior Notes due 2023	 	AON23	 	New York Stock Exchange	
Guarantees of Aon plc’s 3.500% Senior Notes due 2024	 	AON24	 	New York Stock Exchange	
Guarantees of Aon plc’s 3.875% Senior Notes due 2025	 	AON25	 	New York Stock Exchange	
Guarantees of Aon plc’s 2.875% Senior Notes due 2026	 	AON26	 	New York Stock Exchange	
Guarantees of Aon plc’s 4.250% Senior Notes due 2042	 	AON42	 	New York Stock Exchange	
Guarantees of Aon plc’s 4.450% Senior Notes due 2043	 	AON43	 	New York Stock Exchange	
Guarantees of Aon plc’s 4.600% Senior Notes due 2044	 	AON44	 	New York Stock Exchange	
Guarantees of Aon plc’s 4.750% Senior Notes due 2045	 	AON45	 	New York Stock Exchange	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 1.01. Entry into a Material Definitive Agreement.
The disclosure under Item 1.02 is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement
As previously announced, on March 9, 2020, Aon plc, a company incorporated under the laws of England and Wales (“Aon UK”), and Willis Towers Watson Public Limited Company, an Irish public limited company (“WTW”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with respect to a combination of the parties. Additionally, as previously disclosed, on April 2, 2020, Aon plc, an Irish public limited company (the “Company”) and Aon UK entered into an assignment agreement with respect to the assignment by Aon UK, and the assumption by the Company, of all of Aon UK’s rights and obligations under certain agreements, including the Business Combination Agreement.
On July 26, 2021, the Company and WTW entered into an agreement to terminate the Business Combination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Business Combination Agreement was terminated and the Company agreed to pay to WTW, within 48 hours of the execution of the Termination Agreement, the Regulatory Termination Fee (as defined in the Business Combination Agreement) of one billion dollars ($1,000,000,000), as contemplated by the Business Combination Agreement. Under the Termination Agreement, the Company and WTW, on behalf of themselves and certain other related and affiliated parties, each agreed to release the other from all claims and actions arising out of or related to the Business Combination Agreement and the transactions contemplated thereby, subject to certain exceptions.
The Termination Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Termination Agreement is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 26, 2021, Aon Corporation, a wholly owned subsidiary of the Company, entered into an amendment (the “Davies Amendment”) to the Employment Agreement dated October 3, 2007, and amended March 27, 2012, February 20, 2015, and April 19, 2018, with Christa Davies, the Company’s Executive Vice President and Chief Financial Officer (the “Davies Employment Agreement”). The Davies Amendment extends the term of the Davies Employment Agreement, which was previously set to expire on April 1, 2023, to expire on April 1, 2026, unless otherwise terminated in accordance with its terms. The Davies Amendment makes no changes to Ms. Davies’s compensation arrangements.
On July 26, 2021, the Company and Aon Corporation entered into an amendment (the “Case Amendment”) to the Employment Agreement dated January 16, 2015 and amended April 20, 2018 and May 15, 2018, with Gregory C. Case, the Company’s President and Chief Executive Officer (the “Case Employment Agreement”). The Case Amendment extends the term of the Case Employment Agreement, which was previously set to expire on April 1, 2023, to expire on April 1, 2026, unless otherwise terminated in accordance with its terms. The Case Amendment makes no changes to Mr. Case’s compensation arrangements.
The foregoing summaries are qualified in their entirety by reference to the Davies Amendment and the Case Amendment, copies of which are attached hereto as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
 
Item 7.01	Regulation FD Disclosure.	
On July 26, 2021, the Company and WTW issued a joint press release regarding the Termination Agreement.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits	
 
(d)	Exhibits:	

Exhibit
Number	  	Description of Exhibit	
		
10.1	  	Termination Agreement, dated as of July 26, 2021, by and between Aon plc and WTW.*	
		
10.2	  	Amendment to Employment Agreement, dated as of July 26, 2021, by and between Aon Corporation and Christa Davies.	
		
10.3	  	Amendment to Employment Agreement, dated as of July 26, 2021, by and among Aon plc, Aon Corporation and Gregory C. Case.	
		
99.1	  	Joint press release issued by Aon plc and WTW on July 26, 2021.	
		
104	  	Cover Page Interactive Data File (embedded within the Inline XBRL document)	
 
*	Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Aon plc hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that Aon plc may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished.	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 26, 2021	 		 	AON PLC	
				
	 		 	By:	 	/s/ Julie E. Cho	
	 		 		 	Julie E. Cho	
	 		 		 	Assistant Company Secretary	

Exhibit 10.1
TERMINATION AGREEMENT
This Termination Agreement (this “Agreement”), dated as of July 26, 2021, is by and between Aon plc, an Irish public limited company (“Aon”) and Willis Towers Watson Public Limited Company, an Irish public limited company (“WTW” and, together with Aon, the “Parties”). Capitalized terms used but not defined herein have the respective meanings given to them in the BCA (as defined below).
WHEREAS, Aon plc, a UK public limited company and subsidiary of Aon (“Aon UK”), and WTW entered into that certain Business Combination Agreement, dated as of March 9, 2020 (as amended from time to time, the “BCA”), and Aon UK previously assigned its rights and obligations under the BCA to Aon as contemplated by the BCA;
WHEREAS, on March 9, 2021, the Outside Date was extended to June 9, 2021, and on June 9, 2021, the Outside Date was extended to September 9, 2021; and
WHEREAS, the Parties desire to terminate the BCA and release one another from certain claims pursuant to this Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1. Termination. Effective as of the execution of this Agreement (the “Termination Time”) but subject to receipt by WTW of the full amount of the Regulatory Termination Fee pursuant to Section 2 below, pursuant to Section 9.1(a) of the BCA, and without further action by any Party, the BCA, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto, including the Expenses Reimbursement Agreement and the Director’s Irrevocable Undertaking executed by each director of both Aon and WTW (collectively, the “Transaction Documents”) are hereby terminated in their entirety and shall be of no further force or effect whatsoever (the “Termination”); provided that (a) notwithstanding the foregoing or anything in the BCA or any other Transaction Document to the contrary, the Confidentiality Agreement and the Clean Team Agreement shall each survive the termination of the BCA and shall remain in full force and effect for the remainder of and in accordance with their respective terms, (b) the Joint Defense and Confidentiality Agreement, by and between WTW and Aon, dated March 1, 2020 (the “Joint Defense Agreement”) shall survive the termination of the BCA, (c) Section 10.3 through Section 10.13 of the BCA shall continue in effect in accordance with their terms (subject to, in the case of Section 10.11(b), the amendments thereto set forth in Section 10 hereof), and (d) the Parties acknowledge and agree that the Transaction Documents shall exclude that certain Security and Asset Purchase Agreement by and among the Parties and Arthur J. Gallagher & Co. dated as of May 12, 2021 and all ancillary agreements contemplated thereby or entered pursuant thereto including (x) the letter agreement, dated March 12, 2021, by and among WTW, Aon and Arthur J. Gallagher & Co., (y) the Clean Team Confidentiality Agreement, dated June 22, 2021, by and among WTW, Aon and Arthur J. Gallagher & Co. (the “Jewel Confidentiality Agreement”), and (z) the letter agreement, by and between WTW and Aon, dated May 12, 2021 (the “Jewel Letter Agreement”) (collectively, the “Jewel Documents”; and the Jewel Documents, the Joint Defense Agreement, the Confidentiality Agreement and the Clean Team Agreement, collectively, the “Excluded Documents”).
 
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2. Termination Fee. Aon agrees to pay WTW, within 48 hours of the execution and delivery of this Agreement and in consideration of the agreements made herein, the Regulatory Termination Fee of one billion dollars ($1,000,000,000), as though a Specified Termination had occurred by wire transfer of immediately available funds to an account designated in writing by WTW. The payment of the Regulatory Termination Fee shall be the sole and exclusive remedy of WTW, its Affiliates and its Representatives against Aon and any of its Representatives and Affiliates for any loss or damage suffered as a result of the failure of the Transactions or for a breach of, or failure to perform under, the BCA or any certificate or other document delivered in connection therewith (other than the Excluded Documents) or otherwise or in respect of any oral representation made or alleged to have been made in connection therewith, and upon payment of such amount, none of Aon, its Representatives, or its Affiliates shall have any further liability or obligation relating to or arising out of the BCA, whether in equity or at law, in contract, in tort or otherwise.
3. Mutual Release; Disclaimer of Liability. Effective as of the Termination Time, but subject to receipt by WTW of the full amount of the Regulatory Termination Fee, each of Aon and WTW, each on behalf of itself and, to the maximum extent permitted by Law, on behalf of each of its respective former, current or future Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully, unequivocally and irrevocably release and forever discharge the other Party, and each of its respective former, current or future Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of actions, suits, liens, obligations, accounts, debts, demands, agreements, promises, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to (a) the Transaction Documents, (b) the transactions contemplated therein or thereby (including, for the avoidance of doubt, the negotiation thereof and all due diligence activities and other actions or activities undertaken in connection therewith) (collectively, the “Transaction Matters”) or (c) public statements made prior to the date hereof relating to (i) the Transaction Documents, (ii) the Transaction Matters or (iii) the Parties’ prospective divestiture transactions intended to facilitate consummation of the Transactions contemplated by the BCA (collectively, but excluding the Specified Retained Claims, the “Released Claims”).
The Parties, on behalf of themselves and their respective Releasors, acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The Parties know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to give a full, complete
 
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and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the Parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the Parties might have affected the Parties’ settlement. EACH OF THE RELEASORS HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE PROVISIONS, RIGHTS AND BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 (OR ANY SIMILAR LAW), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Parties acknowledge and agree that the inclusion of this paragraph was separately bargained for and is a key element of this Agreement.
Notwithstanding anything herein to the contrary, nothing in this Section 3 shall (x) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or constitute a waiver or release by any Party of any Claim or rights arising under or related to this Agreement or (y) constitute a waiver or release by any Party from the obligations under, or any Claim arising under or related to, or apply to any action by any Party to enforce the rights and obligations imposed pursuant to, the Excluded Documents (clauses (x) and (y), collectively, the “Specified Retained Claims”).
4. Covenant Not to Sue. Each of Aon and WTW on behalf of itself and its Releasors covenants not to bring any Released Claim before any court, arbitrator, or other tribunal in any jurisdiction, whether as a claim, a cross claim, or counterclaim. Any Releasee may plead this Agreement as a complete bar to any such Released Claim brought in derogation of this covenant not to sue. The covenants contained in this Section 4 shall become effective on the date hereof and shall survive this Agreement indefinitely regardless of any statute of limitations, but the covenants contained in this Section 4 shall terminate automatically if WTW does not receive the full amount of the Regulation Termination Fee in accordance with Section 2 hereof.
5. Publicity. Each Party agrees that the joint press release to be issued by Aon and WTW in connection with this Agreement shall be in the form attached hereto as Exhibit A.
6. Representations and Warranties. Each Party represents and warrants to the other that: (a) such Party has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby; (b) the execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Party; and (c) this Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).
 
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7. Further Assurances. Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination. Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Subsidiaries and Affiliates to, cooperate with each other in connection with the withdrawal of any applications to or termination of proceedings before any Governmental Entity, before the Panel and the High Court or in connection with any Regulatory Clearance, in each case to the extent applicable, in connection with the transactions contemplated by the Transaction Documents.
8. Third-Party Beneficiaries. Except for the provisions of Section 3, with respect to which each Releasee is an expressly intended third-party beneficiary thereof, this Agreement is not intended to (and does not) confer on any Person other than the Parties any rights or remedies or impose on any Person other than the Parties any obligations.
9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties or any of them with respect to the subject matter hereof.
10. Miscellaneous. The provisions of Sections 10.1 (Amendment and Modification; Waiver), 10.4 (Notices), 10.7 (Interpretation), 10.8 (Counterparts) and 10.10 (Severability), 10.11 (Governing Law; Jurisdiction), 10.12 (Waiver of Jury Trial), 10.13 (Assignment) and 10.14 (Enforcement; Remedies) of the BCA shall apply to this Agreement, mutatis mutandis, provided, that Section 10.11(b) of the BCA shall be amended by replacing its contents in their entirety with the following:
(b) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the personal jurisdiction of the courts of the State of Delaware (the “Delaware Courts”) or, if, but only if, the Delaware Courts lack subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Delaware Courts, or, if (and only if) the Delaware Courts lack subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, or, if (and only if) the Delaware Courts lack subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the
 
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defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Notwithstanding the foregoing, the Scheme and matters related to the sanction thereof shall be subject to the jurisdiction of the High Court and any appellate courts therefrom. Each Party irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10.11(b) in the manner provided for notices in Section 10.4. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.
[Signature page follows]
 
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IN WITNESS WHEREOF, Aon and WTW have caused this Agreement to be executed as of the date first written above.

AON PLC	
		
By:	 	/s/ Gregory C. Case	
Name:	 	Gregory C. Case	
Title:	 	Chief Executive Officer	

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY	
		
By:	 	/s/ John Haley	
Name:	 	John Haley	
Title:	 	Chief Executive Officer	
[Signature page to Termination Agreement]

Exhibit A
Joint Press Release
* omitted pursuant to Item 601(a)(5) of Regulation S-K

Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”), effective July 26, 2021, attaches to and forms part of that certain Employment Agreement dated as of October 3, 2007, and as amended effective March 27, 2012, February 20, 2015, and April 19, 2018 (the “Agreement”), between Aon Corporation, a Delaware corporation (the “Company”) and Christa Davies (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Company and the Executive mutually desire to extend the Employment Period for three years as provided in this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
 
 	1.	The phrase “April 1, 2023” where it appears in Section 1 of the Agreement shall be replaced with “April 1, 2026.”	
 
 	2.	The remaining provisions of the Agreement shall remain in effect.	
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement as of the date set forth above.

AON CORPORATION	 		 	EXECUTIVE	
			
/s/ Lisa Stevens	 		 	/s/ Christa Davies	
Lisa Stevens	 		 	Christa Davies	
Executive Vice President &	 		 	Executive Vice President &	
Chief People Officer	 		 	Chief Financial Officer	

Exhibit 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”), effective as of July 26, 2021, attaches to and forms part of that certain Amended and Restated Employment Agreement dated as of January 16, 2015, as amended on April 20, 2018 (the “Agreement”), among Aon Corporation, a Delaware corporation (the “Company”), Aon plc, a public limited company organized under Irish law (the “Parent”), and Gregory C. Case (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the parties mutually desire to extend the Employment Period for three years as provided in this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:    
 
 	1.	The phrase “April 1, 2023” where it appears in Section 1 of the Agreement shall be replaced with “April 1, 2026.”	
 
 	2.	The remaining provisions of the Agreement shall remain in effect.	
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement as of the date set forth above.

AON CORPORATION	 		 	EXECUTIVE	
			
/s/ Lisa Stevens	 		 	/s/ Gregory C. Case	
Lisa Stevens	 		 	Gregory C. Case	
Executive Vice President &	 		 	CEO, Aon plc	
Chief People Officer	 		 	CEO, Aon Corporation	
			
AON plc	 		 		
			
/s/ Lisa Stevens	 		 		
Lisa Stevens	 		 		
Executive Vice President &
Chief People Officer	 		 		

Exhibit 99.1
News From Aon
Aon and Willis Towers Watson Mutually Agree to Terminate Combination Agreement
DUBLIN, Day Month 2021 – Aon plc (NYSE: AON) and Willis Towers Watson (NASDAQ: WLTW) announced today that the firms have agreed to terminate their business combination agreement and end litigation with the U.S. Department of Justice (DOJ). The proposed combination was first announced on March 9, 2020.
“Despite regulatory momentum around the world, including the recent approval of our combination by the European Commission, we reached an impasse with the U.S. Department of Justice,” said Aon CEO Greg Case. “The DOJ position overlooks that our complementary businesses operate across broad, competitive areas of the economy. We are confident that the combination would have accelerated our shared ability to innovate on behalf of clients, but the inability to secure an expedited resolution of the litigation brought us to this point.”
Case added, “Over the last 16 months, our colleagues have turned potential challenges into opportunities to advance our Aon United strategy. We built on our track record of innovation, continued to deliver industry-leading performance and progress against our key financial metrics and move forward with the strongest colleague engagement and client feedback scores in over a decade. Our respect for Willis Towers Watson and the team members we’ve come to know through this process has only grown.”
“Our team’s resilience and commitment are a source of pride and confidence. They have continued to bring to life Willis Towers Watson’s compelling value proposition to better serve our clients in the areas of people, risk and capital,” said Willis Towers Watson CEO John Haley. “Going forward, our focus remains steadfast on our colleagues, our clients and our shareholders. We believe we are well-positioned to compete vigorously across our businesses around the world and will continue to introduce important innovations to the market. We appreciate and deeply respect all the Aon colleagues we got to know through this process.”
In connection with the termination of the business combination agreement, Aon will pay the $1 billion termination fee to Willis Towers Watson, Willis Towers Watson’s proposed scheme of arrangement has now lapsed, and both organizations will move forward independently. Both firms will provide further financial updates and outlooks on their respective Q2 2021 earnings calls, which take place on July 30 for Aon and August 3 for Willis Towers Watson.
About Aon
Aon plc (NYSE: AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. Our 50,000 colleagues in 120 countries empower results for clients by using proprietary data and analytics to deliver insights that reduce volatility and improve performance.
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About Willis Towers Watson
Willis Towers Watson is a leading global advisory, broking and solutions company that designs and delivers solutions that manage risk, optimize benefits, cultivate talent and expand the power of capital to protect and strengthen institutions and individuals. Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. For more information about Willis Towers Watson, see www.willistowerswatson.com.
Media Contacts
Aon - Nadine Youssef, mediainquiries@aon.com, +1 833 751 8114
Willis Towers Watson - Miles Russell, miles.russell@willistowerswatson.com, +44 (0) 7903262118
Investor Contacts
Aon - Leslie Follmer, investor.relations@aon.com, +1 312 381 3310
Willis Towers Watson - Claudia De La Hoz, Investor_Relations@willistowerswatson.com, +1 215 246 6221

Statements Required by the Irish Takeover Rules
The directors of Aon accept responsibility for the information contained in this document relating to Aon. To the best of the knowledge and belief of the directors of Aon (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of WTW accept responsibility for the information contained in this document relating to WTW. To the best of the knowledge and belief of the directors of WTW (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Safe Harbor Statement
This communication contains certain statements that are forward-looking, as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but rather current expectations of management about future events. Forward-looking statements can often, but not always, be identified by the use of words such as “plans,” “expects,” “is subject to,” “budget,” “scheduled,” “estimates,” “forecasts,” “looking forward,” “potential,” “probably,” “continue,” “intends,” “anticipates,” “believes,” or variations of such words, and statements that certain actions, events or results “may,” “could,” “should,” “would,” “might” or “will” be taken, occur or be achieved. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. These forward-looking statements include information about the legal action taken by the U.S. Department of Justice regarding the pending combination of Aon and WTW (the “Combination”); Aon’s and WTW’s responses to such action; the possible resolution, legal or otherwise, of such action; expectations related to regulatory approvals of the Combination; the termination of the Business Combination Agreement between Aon and WTW (the “BCA”); the payment of the termination fee under the BCA; and information about possible or assumed future results of operations. All statements other than statements of historical facts that address activities, events or developments that Aon and/or WTW expects or anticipates may occur in the future, including such things as its or their outlook, goals and expectations with respect to performance, business strategies, competitive strengths, goals, plans, references to future successes, the termination of the Combination, the termination of litigation relating to the Combination and payment of the termination fee under the BCA, are forward-looking statements.
By their nature, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. The following factors, among others, could cause actual results to differ from those set forth in or anticipated by the forward-looking statements: the impact of pending or potential lawsuits and other claims against Aon and/or WTW; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon and/or WTW operates, particularly given the global scope of Aon’s and/or WTW’s businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon and/or WTW does business; the impact of any investigations brought by regulatory authorities in the U.S., Ireland, the UK and other countries; general economic, business and political conditions in different countries in which Aon and/or WTW does business around the world (including any epidemic, pandemic or disease outbreak, including COVID-19); the effects of Irish law on Aon’s and/or WTW’s operating flexibility and the enforcement of judgments against Aon and/or WTW; the failure to retain and attract qualified personnel, whether as a result of the failure of the Combination or divestitures planned in connection with the Combination or otherwise; adverse effects on the market price of Aon’s and/or WTW’s securities and/or operating results for any reason, including, without limitation, because of the failure to consummate the Combination or the divestitures that had been proposed to be made in connection with the Combination or the payment of the termination fee under the BCA; the failure to realize the expected benefits of the Combination (including anticipated revenue and growth synergies); significant transaction costs in connection with the terminated Combination, and divestitures that had been planned in connection with the Combination; the potential impact of the termination of the Combination, and divestures planned in connection with the Combination, on relationships, including with suppliers, customers, employees and regulators; and changes in the competitive environment or damage to Aon’s and/or WTW’s reputation.
Any or all of Aon’s and WTW’s forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon’s or WTW’s performance. The factors identified above are not exhaustive. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Other unknown or unpredictable factors could also cause actual results and developments to differ

materially from those expressed or implied by the forward-looking statements. Forward-looking statements should therefore be construed in the light of such factors. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. In addition, results for the year ended December 31, 2020 and the quarter ended March 31, 2021, are not necessarily indicative of results that may be expected for any future period, particularly in light of the continuing effects of the COVID-19 pandemic. Further information concerning Aon, WTW and their respective businesses, including factors that potentially could materially affect Aon’s or WTW’s financial results, are contained in Aon’s and WTW’s respective filings with the Securities and Exchange Commission (the “SEC”). See Aon’s and WTW’s respective Annual Reports on Form 10-K for the year ended December 31, 2020 and their respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021 for a further discussion of these and other risks and uncertainties applicable to Aon and WTW and their respective businesses. These factors may be revised or supplemented in subsequent reports filed with the SEC. Neither Aon nor WTW is under, and each expressly disclaims, any obligation to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to Aon, WTW and/or any person acting on behalf of any of them are expressly qualified in their entirety by the foregoing paragraphs, and the information contained on any websites referenced in this communication is not incorporated by reference into this communication.