Antitrust Concerns Scuttle Aon-Willis Merger Proposal

Despite winning regulatory approval of the combination from the European Commission, Aon and Willis Towers Watson have reached an impasse with the U.S. Department of Justice, says Aon CEO Greg Case. 


News broke Monday morning that the proposed merger of Aon plc and Willis Towers Watson (WTW) has been terminated, drawing one of the most closely watched merger and acquisition (M&A) transactions in the global financial services industry to a sudden and unsuccessful close.

In a statement published to their respective websites, the firms say they 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.

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“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,” says 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.”

For context, it has been about six weeks since the DOJ filed a civil antitrust lawsuit to block Aon’s proposed $30 billion acquisition of WTW, a transaction that would have brought together two of the “Big Three” global insurance brokers. The largest broker currently is Marsh McLennan, which owns Mercer, followed by Aon and WTW.

At the time, the WTW and Aon leadership said the DOJ’s action “reflects a lack of understanding of our business, the clients we serve and the marketplaces in which we operate.” The firms argued that the combination would accelerate innovation on behalf of clients, “creating more choice in an already dynamic and competitive marketplace.”

WTW and Aon have also argued that the pandemic’s impact has underscored “the need to address similar systemic risks, including cyber threats, climate change and the growing health and wealth gap which our combined firm will more capably address.”

Case’s Monday statement continues: “Over the last 16 months, our colleagues have turned potential challenges into opportunities to advance our Aon United strategy. … Our respect for Willis Towers Watson and the team members we’ve come to know through this process has only grown.”

Willis Towers Watson CEO John Haley says the firm remains well-positioned to vigorously compete across its businesses around the world.

In connection with the termination of the business combination agreement, Aon will pay a $1 billion termination fee to Willis Towers Watson. In the United Kingdom, Willis Towers Watson’s proposed plan of arrangement has now lapsed.

Both firms say they will provide further financial updates and outlooks on their respective Q2 2021 earnings calls, which are set to take place on July 30 for Aon and August 3 for Willis Towers Watson.

The preliminary statement about the merger termination didn’t directly address the status of Aon’s definitive agreement, made public in June, to sell its U.S. retirement business to Aquiline Capital Partners and its Aon Retiree Health Exchange business to Alight.

According to a statement shared at the time by Aon, the total gross monetary value of that deal is approximately $1.4 billion, and the agreements were specifically intended to “address certain questions raised by the U.S. Department of Justice in relation to the combination with respect to the markets in which these businesses are active.”

As Aon clearly spelled out, the move was intended to resolve potential future antitrust issues for Aon while it worked on its proposal to merge with WTW. Asked for a comment on this matter, the firm shared a previously published press release confirming the signing of the definitive agreements.

The U.S. retirement business Aquiline is acquiring includes approximately 1,000 employees and the business segments covered include U.S. core retirement consulting, U.S. pension administration and the U.S.-based portion of Aon’s international retirement consulting business, along with many solutions and tools.

While the merger deal with Aon and WTW has been halted, broader financial services M&A activity continues at record pace. Over the past decade, the universe of retirement plan recordkeepers has contracted from about 400 to approximately 150, with no signs of slowing. The adviser/consultant space is now starting to experience commensurate consolidation, and the same can be said of asset managers

Retirement Industry People Moves

Dakota Wealth Management acquires Persimmon Capital Management; Evercore Wealth Management selects new wealth and fiduciary adviser; ISIAH International partners with Hub International and Forest Capital Management; and more.

Art by Subin Yang

Art by Subin Yang

Dakota Wealth Management Acquires Persimmon Capital Management 

Dakota Wealth Management is expanding into Pennsylvania with the acquisition of Persimmon Capital Management. Persimmon, which is located outside Philadelphia and employs four people, manages roughly $260 million in client assets.

The transaction was expected to close earlier this month and would push Dakota Wealth Management’s total assets under management (AUM) to roughly $1.7 billion. Dakota acquired four firms in roughly its first year of existence, most recently moving into Akron, Ohio, through its acquisition of $300 million Springside Partners in May 2019.

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Through its deal with Persimmon Capital Management, Dakota Wealth Management is acquiring a firm that specializes in working with ultra-high-net-worth clients. Led by Managing Partner Greg Horn, Persimmon Capital Management works with just 18 client families.

Dakota Wealth Management also plans to fold in Persimmon Capital Management’s in-house investment products, which include a long/short equity fund and an absolute return fund. Neither party commented on a specific purchase price for the transaction. However, Peter Raimondi, chief executive officer and founder of Dakota, indicated that the transaction was structured so that 70% of the total consideration was paid in Dakota Wealth Management equity, while the remaining 30% was paid in cash.

Evercore Wealth Management Selects New Wealth and Fiduciary Adviser 

Evercore Wealth Management has appointed Eva Anthony as managing director and wealth and fiduciary adviser of Evercore Wealth Management and Evercore Trust Co. N.A.

Anthony joins Evercore from BNY Mellon Wealth Management, where she worked as a senior fiduciary specialist, providing fiduciary and planning advice to high-net-worth clients. Prior to joining BNY Mellon in 2015, she worked as a lead trust officer at Morgan Stanley Private Bank, N.A. and, earlier, as senior trust officer and trust counsel at Fiduciary Trust Co. International. Anthony began her career as a trusts and estate lawyer.

“We are pleased to welcome Eva to our firm,” says Chris Zander, CEO of Evercore Wealth Management and Evercore Trust Co. “Her professional experience and team approach in serving families with complex wealth planning and fiduciary needs will contribute to our continued growth.”

Anthony is based in the New York office of Evercore Wealth Management.

She received a bachelor’s degree from the Cooper Union for the Advancement of Science and Art and a juris doctor from Brooklyn Law School. She is admitted to the bar in both New York and New Jersey and is a member of the New York State Bar Association. She currently serves on the board of the New York Civil Liberties Union as Chair of the Audit and Oversight Committee.

She previously served on the board of the LGBT Bar Association of Greater New York.

ISIAH International Partners with Hub International and Forest Capital Management

ISIAH International is entering the global insurance broker and employee benefits marketplaces by partnering with Hub International and Forest Capital Management. 

Isiah Thomas, an NBA Hall of Famer, will be the chief executive officer of the new venture. This opportunity will leverage his sports business experience to establish new partnerships with premium properties and organizations across the business landscape.

“I’ve experienced firsthand the challenges that businesses face in securing insurance and benefits for their companies and employees,” says Thomas. “We have formed ISIAH Insurance with the goal of addressing that need. I am excited to be in partnership with the Hub International and Forest Capital Management teams. Their products and customer service are world class and allow us to provide the feel of a local business with the support of a national provider.”

“The vision that Isiah has to become the largest minority-owned insurance broker in the world is something we take a lot of pride in being a part of and we look forward to partnering with Isiah and his team to make this happen,” says Nick Gialamas, area president of Hub International and 27-year industry veteran.

“Forest Capital Management is excited to partner with Isiah and his team in expanding our services across the U.S. We look forward to the complementary nature of the value that Isiah and his team can provide and feel this is the beginning of a long-standing partnership,” says Brian Jessen, president and managing partner of Forest Capital Management.

MassMutual Hires Investment Management Solutions Head

Massachusetts Mutual Life Insurance Co. (MassMutual) has added industry veteran Andrea Anastasio in a newly created role as the head of investment management solutions.

“Andrea joins us at a critical time as we continue to evolve our differentiated offering in a highly competitive and deeply entrenched universe of investment managers,” says Paul LaPiana, head of MassMutual U.S. product. “Andrea will lead the investment product team and partner with our distribution and marketing teams to champion our investment capabilities as we continue to grow our MassMutual Investments brand and business. She brings a significant breadth and depth of expertise to MassMutual, where we are more widely known for our prominence in providing top tier insurance solutions to market.”

Anastasio joins MassMutual from State Street Global Advisors where, most recently, she served as head of investment strategy and research, North America. Previously, Anastasio spent more than 15 years with Wellington Management Co., most recently as an investment director, equity product management. 

Anastasio holds a Master in Business Administration from the University of Chicago Booth School of Business and a bachelor’s degree in economics from College of the Holy Cross. She is a member of the Boston Security Analysts Society and the Chartered Financial Analyst (CFA) Institute. 

Retirement Clearinghouse Adds Executive VP of Public Policy

Retirement Clearinghouse LLC has appointed Renée Wilder Guerin to serve as the firm’s executive vice president of public policy.

Wilder Guerin’s primary responsibility will be to drive support for public policy matters aiming to preserve retirement savings and increase retirement security for all Americans. Wilder-Guerin will be taking over the position from Tom Johnson, who is retiring.

“Enabling seamless plan-to-plan asset portability remains a top priority for the retirement services industry, but while much progress has been made in terms of public policy on this matter, there is still much to be done,” says Spencer Williams, founder, president, and CEO of Retirement Clearinghouse. “Renée’s many years of experience working on plan design and innovative programs which advocate for, and advance, improved service and retirement savings outcomes for the federal civilian and military workforce will be crucial as we look toward the next phase of Retirement Clearinghouse’s evolution. The progress we have made thus far would not have been possible without Tom Johnson’s commitment and vision, and we wish him all the best as he begins his next chapter.”

Prior to joining Retirement Clearinghouse, Wilder Guerin served as director, office of enterprise planning at the Federal Retirement Thrift Investment Board (FRTIB), where she drove the vision, strategy and execution for the Thrift Savings Plan (TSP), the largest defined contribution (DC) plan in the country.

Earlier in her career, Wilder Guerin was executive director and CEO of the National Tax-Deferred Savings Association, an organization focused on 403(b) and 457(b) retirement markets. She was also an assistant vice president at MetLife Resources, where she was in charge of product development, marketing and communications in the health care, higher education and nonprofit sectors. Wilder Guerin obtained her master’s in business administration from Duke University’s Fuqua School of Business.

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