SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or
13(e)(1) of the Securities Exchange Act of 1934
TOWERS WATSON & CO.
(Name of Subject Company
(Issuer) and Filing Person (Offeror))
Class B-1
Common Stock
(Title of Class of
Securities)
Not applicable
(CUSIP Numbers of Class of
Securities)
John J. Haley
Chairman of the Board of Directors and Chief Executive
Officer
Towers Watson & Co.
875 Third Avenue
New York, NY 10022
(212) 725-7550
(Name, address and telephone
number of person authorized to receive notices and
communications on behalf of filing person)
With copies to:
Charles J. Conroy
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, NY 10005
Telephone:
(212) 530-5000
Facsimile:
(212) 530-5219
CALCULATION OF FILING FEE
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Transaction Valuation(*)
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Amount of Filing Fee(**)
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$
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200,000,000.00
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$
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14,260.00
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Calculated solely for the purpose of determining the amount of
the filing fee. This valuation is based on one-fiftieth of one
percent of the aggregate principal amount of notes to be
exchanged ($200,000,000) for outstanding shares of
Class B-1
Common Stock, par value of $0.01, (the
“Class B-1
Common Stock”), as described herein. |
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The amount of the filing fee, calculated in accordance with
Rule 0-11
of the Securities Exchange Act of 1934, as amended, equals
$71.30 for each $1,000,000 of the value of the transaction. |
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Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
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Filing Party:
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Form or Registration No.:
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Date Filed:
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
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third-party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
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If applicable, check the appropriate box(es) below to designate
the appropriate rule provisions(s) relied upon:
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Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
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Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
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TABLE OF CONTENTS
Items 1
through 9, and Item 11.
This Issuer Tender Offer Statement on Schedule TO (this
“Schedule TO”) relates to the offer by
Towers Watson & Co., a Delaware corporation (the
“Company”), pursuant to
Rule 13e-4
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), to exchange (the
“Offer”) each share of
Class B-1
Common Stock, par value $.01 per share, of the Company (the
“Class B Common Stock”), for an unsecured
subordinated note due March 15, 2012 (a “New
Note”, and collectively, the “New
Notes”) with each New Note having a principal amount
equal to the “Exchange Ratio”, provided that the
aggregate principal amount of the New Notes does not exceed
$200,000,000, upon the terms and subject to the conditions set
forth in the Offer to Exchange, dated May 17, 2010 (as
amended and supplemented from time to time, the “Offer
to Exchange”) and the related offer materials (as
amended and supplemented from time to time, the “Offer
Documents”).
This Schedule TO is intended to satisfy the disclosure
requirements of
Rule 13e-4
under the Exchange Act.
The information set forth in the Offer to Exchange, and in the
related Offering Documents, copies of which are attached hereto
as Exhibits are hereby expressly incorporated herein by
reference in response to all of the items of this
Schedule TO, except those items as to which information is
specifically provided herein.
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Item 10.
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Financial
Statements.
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(a)
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Financial
Information.
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The information set forth in the Offer to Exchange in the
sections entitled (1) “Historical and Unaudited Pro Forma
Financial Data”, (2) “Book Value”, (3)
“Ratio of Earnings to Fixed Charges”, (4)
“Incorporation Of Documents By Reference” (namely,
(A) the Annual Report on
Form 10-K
for the fiscal year ended June 30, 2009, filed by Watson
Wyatt with the SEC on August 14, 2009, as amended,
(B) the Quarterly Report on
Form 10-Q
for the period ended March 31, 2010, filed by Towers Watson
with the SEC on May 17, 2010, and (C) the
“Unaudited Pro Forma Condensed Combined Financial
Statements” on pages
207-218 of
the Joint Proxy Statement/Prospectus filed by Towers Watson with
the SEC on November 9, 2009), and (5) Towers Perrin
Consolidated Financial Statements for the Fiscal Years Ended
December 31, 2009 and 2008, is incorporated herein by
reference.
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(b)
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Pro Forma
Information.
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The information set forth in the Offer to Exchange in the
sections entitled (1) “Historical and Unaudited Pro Forma
Financial Data”, (2) “Book Value”, (3)
“Ratio of Earnings to Fixed Charges”, (4)
“Incorporation Of Documents By Reference” (namely,
(A) the Annual Report on
Form 10-K
for the fiscal year ended June 30, 2009, filed by Watson
Wyatt with the SEC on August 14, 2009, as amended,
(B) the Quarterly Report on
Form 10-Q
for the period ended March 31, 2010, filed by Towers Watson
with the SEC on May 17, 2010, and (C) the
“Unaudited Pro Forma Condensed Combined Financial
Statements” on pages
207-218 of
the Joint Proxy Statement/Prospectus filed by Towers Watson with
the SEC on November 9, 2009), and (5) Towers Perrin
Consolidated Financial Statements for the Fiscal Years Ended
December 31, 2009 and 2008, is incorporated herein by
reference.
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(a)(1)(A)*
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Offer to Exchange, dated May 17, 2010.
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(a)(1)(B)*
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Letter of Transmittal.
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(a)(5)(A)*
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Press Release issued by the Company, dated May 17, 2010.
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(a)(5)(B)*
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Canadian Issuer Bid Circular
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(d)(1)*
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Form of Towers Watson Notes Indenture and Form of Towers
Watson Notes
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable.
2