According to the Complaint, Willis Towers Watson Public Limited Company is a leading global advisory, brokering, 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.

This action stems from a proposed transaction announced on March 9, 2020 , pursuant to which Willis Towers Watson Public Limited Company will be acquired by Aon plc.

On March 9, 2020, Willis Towers Watson’s Board of Directors caused the Company to enter into an agreement and plan of merger with Aon. Pursuant to the terms of the Merger Agreement, Willis Towers Watson’s stockholders will receive 1.08 newly issued Class A ordinary shares of Aon for each share of Willis Towers Watson common stock they own.

On May 11, 2020, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading. Specifically, the Complaint alleges the Proxy Statement fails to disclose, for each set of financial projections: (i) all line items used to calculate (a) Adjusted EBITDA, (b) Unlevered Free Cash Flow, (c) Adjusted Net Income, (d) Levered Free Cash Flow, and (e) Adjusted Earnings Per Share; and (ii) a reconciliation of all non-GAAP to GAAP metrics.