According to the law firm press release, this action arises from the merger between Towers and Willis (the "Merger"), which closed on January 4, 2016. The Complaint alleges that, in connection with the Merger, Defendants violated provisions of the Exchange Act by issuing false and misleading statements in proxy materials filed with the SEC. Prior to the Merger, Towers was a leading global consulting company that helped organizations improve performance through risk management, human resources, actuarial and investment services. Willis, which was based in London, was a multinational risk advisor, insurance brokerage, and reinsurance brokerage company.
On June 30, 2015, Towers and Willis announced that they had entered into an agreement to merge, pursuant to which Towers stockholders would receive 2.649 shares of Willis stock and a $4.87 per share cash dividend in exchange for each Towers share. Under the agreement, Towers shareholders would own 49.9% of the combined entity, with Willis shareholders owning the remaining majority.
The merger required the approval of a majority of Towers shareholders. Facing waning shareholder support for the merger, the Towers Board of Directors authorized Towers Chairman and CEO Haley to renegotiate the deal terms. The Complaint alleges that, rather than negotiate in the best interests of Towers shareholders, Haley conspired with Willis executives and a major Willis shareholder, ValueAct, and not negotiate to maximize the value of Towers shares; instead, Haley worked to persuade Towers' Board and Towers shareholders that a meager $5 increase in the special dividend was the most he could extract from Willis. The Complaint further alleges that Defendants made numerous misrepresentations to Towers shareholders to mislead them into accepting consideration from the Merger that was well below fair value for their Towers shares.