Aon and NFP issue joint statement about the expiration of Hart-Scott-Rodino Antitrust Act waiting period for proposed acquisition agreement
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Insights
The expiration of the Hart-Scott-Rodino (HSR) Act waiting period is a significant milestone in merger and acquisition (M&A) processes, indicating that a deal has cleared one of the major antitrust hurdles in the United States. This development is particularly relevant for stakeholders of Aon plc and NFP, as it suggests a higher likelihood that the acquisition will proceed without major antitrust interventions. From a market research perspective, this can lead to a reassessment of Aon's market position, competitive landscape and potential for service expansion.
For investors, this news could translate into a strategic advantage for Aon, potentially increasing its market share and diversifying its product offerings. However, it's crucial to monitor the remaining regulatory approvals and closing conditions, as these can still pose risks to the completion of the transaction. The expected closing in mid-2024 indicates a timeline for market participants to watch for significant shifts in the professional services sector.
With the HSR waiting period now expired, financial implications for both Aon and NFP become more concrete. Investors and analysts will be scrutinizing the financial metrics at the time of closing, looking for synergies and cost savings that often justify such acquisitions. The impact on Aon's revenue, EBITDA and EPS will be of particular interest, as these are key indicators of the financial health and success of an acquisition.
It's also important to consider the acquisition's financing and how it affects Aon's balance sheet. If the deal is financed through debt, the interest coverage ratio and leverage ratios will become critical post-acquisition. On the other hand, if Aon issues new equity, the dilution effect must be considered. The long-term benefits and drawbacks will hinge on Aon's ability to integrate NFP effectively and realize the anticipated value from the acquisition.
The Hart-Scott-Rodino Act is central to U.S. antitrust law, requiring parties to large mergers and acquisitions to file a detailed report with the Federal Trade Commission and Department of Justice. After filing, a waiting period allows these agencies to review the transaction for potential anticompetitive issues. The expiration of this period without a request for additional information or an injunction suggests that no significant antitrust concerns were identified, which is an important legal step forward for the acquisition.
However, other regulatory approvals remain a hurdle. These may include state-level approvals, foreign antitrust authorities if the companies operate internationally and industry-specific regulators. Each of these can introduce conditions or even block the transaction. Investors should be aware that while the HSR expiration is positive, it does not guarantee the deal will close as regulatory landscapes can be complex and unpredictable.
The transaction remains subject to the receipt of other applicable regulatory approvals and customary closing conditions.
As previously announced, the transaction is expected to close in mid-2024 and, until closing, Aon and NFP will continue to operate independently. Aon will provide updates on key financial metrics, as appropriate, at the time of close.
About Aon
Aon plc (NYSE: AON) exists to shape decisions for the better — to protect and enrich the lives of people around the world. Our colleagues provide our clients in over 120 countries and sovereignties with advice and solutions that give them the clarity and confidence to make better decisions to protect and grow their business.
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About NFP
NFP is a leading property and casualty broker, benefits consultant, wealth manager, and retirement plan advisor that provides solutions enabling client success through the expertise of over 7,700 global employees, investments in innovative technologies, and enduring relationships with highly rated insurers, vendors, and financial institutions. NFP is the 9th best place to work for large employers in insurance, 7th largest privately-owned broker, 7th largest benefits broker by global revenue and 13th largest broker of US business (all rankings according to Business Insurance).
Visit NFP.com to discover how NFP empowers clients to meet their goals.
Media Contacts
Aon
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NFP
Josh Wozman
josh.wozman@nfp.com
415.318.6441
Investor Contact
Aon
Leslie Follmer
+1 312-381-3310
investor.relations@aon.com
Safe Harbor Statement
This communication contains certain statements related to future results, or states Aon's intentions, beliefs and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. These forward-looking statements include information about possible or assumed future results of Aon's operations. All statements, other than statements of historical facts, that address activities, events or developments that Aon expects or anticipates may occur in the future, including, without limitation, statements about the benefits of the proposed acquisition, including future financial and operating results and synergies, Aon's, NFP's and the combined firm's plans, objectives, expectations and intentions, and the expected timing of the completion of the proposed acquisition, are forward-looking statements. Also, when Aon uses words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "looking forward", "may", "might", "plan", "potential", "opportunity", "commit", "probably", "project", "should", "will", "would" or similar expressions, it is making forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those set forth in or anticipated by the forward looking statements: the possibility that the proposed acquisition will not be consummated, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed acquisition, adverse effects on the market price of Aon's securities and on Aon's operating results for any reason, including, without limitation, because of the failure to consummate the proposed acquisition, the failure to realize the expected benefits of the proposed acquisition (including anticipated revenue and growth synergies), the failure to effectively integrate the combined companies following consummation of the proposed acquisition, negative effects of an announcement of the proposed acquisition, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals, or any announcement relating to the consummation of or failure to consummate the proposed acquisition on the market price of Aon's securities, significant transaction and integration costs or difficulties in connection with the proposed acquisition and/or unknown or inestimable liabilities, potential litigation associated with the proposed acquisition, the potential impact of the announcement or consummation of the proposed acquisition on relationships, including with suppliers, customers, employees and regulators, and general economic, business and political conditions (including any epidemic, pandemic or disease outbreak) that affect the combined companies following the consummation of the proposed acquisition.
Any or all of Aon's forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon's performance. The factors identified above are not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. In addition, results for prior periods are not necessarily indicative of results that may be expected for any future period. Further information concerning Aon and its businesses, including factors that potentially could materially affect Aon's financial results, is contained in Aon's filings with the SEC. See Aon's Annual Report on Form 10-K for the year ended December 31, 2023 and additional documents filed by Aon with the SEC for a further discussion of these and other risks and uncertainties applicable to Aon and its businesses. These factors may be revised or supplemented in subsequent reports filed with the SEC. Any forward-looking statements in this communication are based upon information available as of the date of this communication which, while believed to be true when made, may ultimately prove to be incorrect. Aon is not under, and expressly disclaims, any obligation to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made in
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SOURCE Aon plc
FAQ
When is the expected closing date for Aon and NFP's acquisition agreement?
What regulatory approval is still needed for Aon and NFP's acquisition?
What act governs the waiting period for Aon and NFP's acquisition?
Will Aon and NFP operate independently until the deal closes?
What updates will Aon provide regarding the acquisition?
