Aon Corp - Current report filing (8-K)
22 Agosto 2008 - 10:08PM
Edgar (US Regulatory)
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):
August 22, 2008
Aon
Corporation
(Exact Name of Registrant as Specified in
Charter)
Delaware
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1-7933
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36-3051915
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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200
East Randolph Street, Chicago, Illinois
(Address of Principal Executive Offices)
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60601
(Zip Code)
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Registrants telephone number, including
area code:
(312) 381-1000
Not
Applicable
(Former Name or Former Address, if
Changed Since Last Report)
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
1.01
Entry
into a Material Definitive Agreement.
On August 22, 2008,
Aon Corporation, a Delaware corporation (Aon), and Benfield Group Limited, a
Bermuda company and an independent insurance intermediary (Benfield), issued
an announcement (the Announcement) under Section 2.5 of the U.K. City
Code on Takeovers and Mergers (the Code) disclosing that they have reached a
definitive agreement pursuant to which Aon will acquire all of the share
capital of Benfield (the Acquisition).
The Acquisition will be effected by a newly-formed, wholly-owned Bermuda
subsidiary of Aon through an amalgamation under the Bermuda Companies Act for
an aggregate cash purchase price of £844 million or £3.50 per Benfield
share. Also on August 22, 2008, Aon
and Benfield contemporaneously entered into an Implementation Agreement (the Implementation
Agreement), which sets forth certain key terms relative to the Acquisition.
The Acquisition, which
both Aon and Benfield have agreed in the Implementation Agreement will be
subject to the Code, is subject to, among other things, the parties obtaining
certain antitrust and regulatory approvals including those required in the
United States, United Kingdom and Bermuda, and certain other representations,
warranties and covenants of Aon and Benfield contained in the Implementation
Agreement and the Announcement. In
addition, Benfield will be obligated pursuant to the terms of the
Implementation Agreement to pay Aon a fee equal to one percent of the purchase
price in the event the Acquisition is not completed due to the occurrence of
specific events. The Implementation
Agreement also contains certain non-solicitation covenants applicable to
Benfield and certain matching rights granted to Aon.
The Acquisition is also
subject to obtaining the approval of seventy-five percent (75%) of the Benfield
shareholders present and voting at a special general meeting of the Benfield
shareholders (the Meeting). Aon has
received irrevocable undertakings from the certain directors of Benfield that
indicate their intent to approve the Acquisition at the Meeting.
The foregoing summary is
qualified in its entirety by reference to the Announcement and the
Implementation Agreement, copies of which are attached hereto as
Exhibits 2.1 and 2.2, respectively, and are incorporated herein by
reference.
Item 7.01 Regulation
FD Disclosure.
On
August 22, 2008, Aon and Benfield hosted an investor conference call to discuss
the Acquisition that included the investor presentation attached hereto as
Exhibit 99.1.
Item
8.01
Other Events.
On August 22, 2008,
Aon and Benfield issued a joint press release (the Press Release) in the
United States announcing the Acquisition.
A copy of the Press Release is attached hereto as Exhibit 99.2 and
incorporated herein by reference.
As disclosed in Aons
filings with the Securities and Exchange Commission, Aons Board of Directors
previously approved a share repurchase program with a maximum aggregate
repurchase authorization of $4.6 billion.
The agreement between Aon and Benfield does not alter any of the terms
of the existing share repurchase program, including the aggregate amount
authorized for repurchase under the program; however, Aon anticipates that
repurchases under the share repurchase program will be discontinued until at
least the first quarter of 2009.
2
Item
9.01
Financial Statements and Exhibits.
(a) - (c)
Not
applicable.
(d)
Exhibits:
Exhibit
Number
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Description
of Exhibit
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2.1
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Announcement dated August 22, 2008 of Aon
Corporation and Benfield Group Limited.
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2.2
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Implementation Agreement dated August 22, 2008
between Aon Corporation and Benfield Group Limited.
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99.1
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Investor Presentation.
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99.2
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Press Release dated August 22, 2008 of Aon
Corporation and Benfield Group Limited.
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3
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.
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Aon Corporation
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By:
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/s/ Christa Davies
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Christa Davies
Executive Vice President and Chief Financial
Officer
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Date: August 22, 2008
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4
EXHIBIT
INDEX
Exhibit
Number
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Description
of Exhibit
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2.1
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Announcement dated
August 22, 2008 of Aon Corporation and Benfield Group Limited.
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2.2
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Implementation
Agreement dated August 22, 2008 between Aon Corporation and Benfield
Group Limited.
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99.1
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Investor Presentation.
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99.2
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Press Release dated
August 22, 2008 of Aon Corporation and Benfield Group Limited.
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5
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