AGREEMENT AND PLAN OF MERGER by and among WILLIS GROUP HOLDINGS PLC, CITADEL MERGER SUB, INC. and TOWERS WATSON & CO. dated as of June 29, 2015Merger Agreement • June 30th, 2015 • Towers Watson & Co. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated June 29, 2015, is by and among Willis Group Holdings plc, an Irish public limited company (“Parent”), Citadel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and Towers Watson & Co., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
VOTING AGREEMENTVoting Agreement • June 30th, 2015 • Towers Watson & Co. • Services-management consulting services • Delaware
This VOTING AGREEMENT, dated as of June 29, 2015 (this “Agreement”), among Towers Watson & Co., a Delaware corporation (the “Company”) and the shareholders of Willis Group Holdings plc, an Irish public limited company (“Parent”) listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
