Filed by Hilb Rogal & Hobbs Company
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Hilb Rogal & Hobbs
Company Commission File No. 000-15981
NEWS AND INFORMATION ABOUT THE INTEGRATION PLANS OF WILLIS AND HRH
MESSAGE FROM MELL
Welcome to the first issue of Best of Both Worlds, our weekly newsletter devoted to keeping you informed about the Willis HRH combination.
A lot has happened since we announced this great combination on June 8. Joe Plumeri, Mike Crowley, Don Bailey and I completed a 15-state road show in the U.S. that allowed us to meet nearly 3,000 Willis and HRH Associates, and share our enthusiasm for this marriage of our two great companies. I have to say that it was an incredibly exhilarating three weeks
During our road trip, I was really proud of the people of HRH. Those who we visited made us and our new partners feel welcome, and were very upbeat and positive about joining Willis. As we went from place to place, I saw enthusiasm grow as the story and the logic of this combination unfolded.
After getting out there and seeing everyone, I am more excited than ever about the wonderful opportunities we have together. At every stop, we saw a lot of passion, energy, and commitment from the people of both companies. Clearly those we talked to sense how much of a game-changer this is for HRH and Willis. They see the opportunities theyll have to provide better service and value to our clients, and to grow their own careers.
Indeed, the more I see and hear, the better this combination looks to me. Im totally convinced that this a great move for both companies and that feeling was reinforced by all the talented, enthusiastic people we saw last month. Its a feeling you just cant get looking at numbers on a profit-and-loss statement or a balance sheet.
Of course, youve heard us talk about all of the benefits of this combination, but they bear repeating here. Willis and HRH together will have double the North American revenues that Willis has today, and with HRHs highly complementary footprint, well expand into some pretty important markets. Just take a look at this: Right now, Willis is among the top three brokers in five of the 20 largest U.S. markets. After the transaction is complete, the combined company will be among the top three in 15 of those 20 markets including being #1 in important places like Chicago, Phoenix, Milwaukee, Minneapolis, Tennessee and Alabama, among others.
Together, well also more than double our Employee Benefits business an attractive, counter-cyclical industry segment that were aiming to grow into a $1 billion operation globally. Well also triple our Personal Lines revenues, and further strengthen other key practice areas, while shoring up our middle-market position.
Of course, our HRH clients will gain a world of access to Williss specialized industry expertise and our global presence, which makes our combined client offering that much more robust and compelling. All in all, its a sensational combination that makes us even stronger, and helps us fulfill our shared vision to become the best insurance brokerage company in the world and the Employer of Choice for the industry.
In this first issue of Best of Both Worlds, youll read about the Integration Team weve formed to ensure a smooth and seamless transition for our Associates and clients. Im very proud of the work that Don Bailey, Mike Crowley and Vic Krauze have done to establish a first-class group of Willis and HRH folks. Theyre gearing up to get this job done quickly and efficiently after the close, and Im confident theyll succeed.
Youll also read about the senior leadership appointments in North America that Mike announced last week. Again, weve drawn the best talent from both the Willis and HRH organizations to lead each of the 10 regions well have in North America, and I couldnt be happier with the choices weve made. This is a real high-performing team, eager to get out there and serve our clients with an even broader array of services than before.
Under the premise that the more we know about each other, the more well appreciate each other, each issue of Best of Both Worlds will profile one Willis and one HRH business. In this edition, we take a look at HRHs Employee Benefits business and Willis Construction business both very significant operations to our combined company. Well also provide some interesting factoids about both companies under Cool Facts. This issue looks at some facts about the history of Willis and HRH.
In future issues, well introduce you to the senior leaders of both Willis and HRH giving you a greater feel for them as professionals and as people.
As always, if you have any questions or comments, please let Mike or me know.
I hope you enjoy reading Best of Both Worlds each week. Its so important that we keep communicating with each other as we plan our integration and finally come together as one company. This is one of a number of ways that well keep the information flowing. I hope these regular updates create for you the same sense of excitement I have for the terrific opportunities that lie ahead for our combined companies.
Best,
Martin L. Vaughan, III
Forward-Looking Statements
This communication may contain forward-looking information regarding Willis Group Holdings Limited and Hilb Rogal & Hobbs Company and the combined company after the completion of the transaction that are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the potential benefits of the business combination transaction involving Willis and HRH, including future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based on current beliefs, expectations, forecasts and assumptions of Willis's and HRH's management that are subject to risks and uncertainties which could cause actual outcomes and results to differ materially from these statements. Other risks and uncertainties relating to the proposed transaction include, but are not limited to, the satisfaction of conditions to closing, including receipt of shareholder, regulatory and other approvals on the proposed terms and schedule, the proposed transaction may not be consummated on the proposed terms and schedule, uncertainty of the expected financial performance of Willis following completion of the proposed transaction, Willis may not be able to achieve the expected cost savings, synergies and other strategic benefits as a result of the proposed transaction or may take longer to achieve the cost savings, synergies and benefits than expected, the integration of HRH with Willis's operations may not be successful or may be materially delayed or may be more costly or difficult than expected, general industry and market conditions, general domestic and international economic conditions and governmental laws and regulations affecting domestic and foreign operations.