NEW YORK, November 22, 2013 — Towers Watson (NYSE, NASDAQ: TW), a global professional services company, announced today that it has acquired Liazon Corporation, a leader in developing and delivering private benefit exchanges for active employees. The acquisition, which follows the purchase of Extend Health in June 2012, solidifies Towers Watson’s strength in the private exchange market through its OneExchange solution. Going forward, Towers Watson will continue to enhance Liazon’s award-winning private exchange solution and serve the needs of Liazon’s leading broker, consultant and carrier partners, some of which offer the Liazon product under their own brands.
The purchase price is $215 million, with the acquisition anticipated to be dilutive to adjusted EPS by approximately $0.10 to $0.15 in fiscal year 2014. There is no impact to the forecasted EBITDA margins. More information will be provided during a call for investors on Monday, November 25, 2013 at 10:00am ET. The live broadcast will be available online at the investors section of www.towerswatson.com.
Liazon’s online benefit marketplaces are currently distributed through over 400 insurance brokers, including nine of the top 10 national firms, under either the Bright Choices® brand or as a third-party proprietary exchange. Towers Watson plans to continue these relationships based upon their current terms and use the Liazon name in the market with its broker partners. Towers Watson will also continue to offer its OneExchange solution, which primarily serves larger employers. The OneExchange and Liazon solutions together will help organizations of all sizes deliver self- and fully insured benefits to both employees as well as pre- and post-65 retirees in new and cost-effective ways.
“Liazon has built a growing business by offering customized private exchange approaches through an extensive network of partners. We are delighted to team with them and serve a part of the market that Towers Watson had not previously reached,” said John Haley, CEO of Towers Watson. “As more employers evaluate private exchanges, bringing Liazon into the Towers Watson family will help us — and Liazon’s distribution partners — offer employers scalable, cost-effective and high-performing benefit plans to their employees.”
Liazon was founded in 2007 in Buffalo, NY, to transform the delivery of employee benefits. Its system is built on a flexible, cloud-based technological platform that offers a suite of comprehensive decision-support and education tools. Liazon employs 120 full-time employees and has been recognized as among the fastest-growing and most innovative companies in America.
Liazon co-founder and CEO, Ashok Subramanian, will join the leadership team of Towers Watson’s Exchange Solutions segment. Bryce Williams will continue to lead the overall segment.
“This is a transformational time for benefits in the United States. The combination of Towers Watson’s benefit expertise and OneExchange solution with Liazon’s flexible platform and extensive broker network will create the preeminent private benefit exchange solution for employers of all sizes,” said Subramanian. “By joining Towers Watson, we’ll be better positioned to achieve our top priority — to provide our clients and partners with an even greater array of best-in-class tools, resources and service across all market segments.”
Cadwalader, Wickersham & Taft LLP acted as legal advisor to Towers Watson. Lowenstein Sandler LLP acted as legal advisor to Liazon Corporation.
A replay of the call for investors will be available through December 25, 2013 at 617-801-6888, confirmation number 96349738.
About Towers Watson
Towers Watson (NYSE, NASDAQ: TW) is a leading global professional services company that helps organizations improve performance through effective people, risk and financial management. The company offers solutions in the areas of benefits, talent management, rewards, and risk and capital management. Towers Watson has 14,000 associates around the world and is located on the web at towerswatson.com.
Founded in 2007, Liazon Corporation operates the industry-leading private benefit exchange for businesses. Its flagship product, the Bright Choices® Exchange, is an online benefit store that is changing the way employers and employees buy benefits. Bright Choices helps employers manage their health care costs by setting predictable budgets through a defined contribution funding strategy while guiding employees to purchase better coverage of health, dental, vision, life, disability and other benefits. Advanced cloud computing infrastructure and robust security protection ensures continual access and safeguards confidentiality of data transmission. Liazon works with top national and regional insurance providers and supports more than 2,400 businesses nationwide through a distribution network of leading broker partners. Liazon has offices in Buffalo, NY, and New York City, and is located on the web at liazon.com
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as “may,” “will,” “would,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “continue,” or similar words, expressions or the negative of such terms or other comparable terminology. Such statements are based upon the current beliefs and expectations of Towers Watson’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: a decline in client demand (for example, resulting from the reduced use of defined benefit plans); the risk of a disclosure breach of company or client data; the ability to successfully make suitable acquisitions and divestitures; the risk that the acquisitions of Extend Health and Liazon Corporation are not profitable or are not otherwise successfully integrated; the ability to successfully address issues surrounding the number of company shares that will become freely tradable on January 1, 2014; the risk that potential changes in federal and state health care regulations, or future interpretation of existing regulations, may have a material adverse impact on our business; the risk that our Exchange Solutions, OneExchange or Liazon businesses fail to maintain good relationships with insurance carriers, become dependent upon a limited number of insurance carriers or fail to develop new insurance carrier relationships; the risk that changes and developments in the health insurance system in the United States could harm our business; our ability to respond to rapid technological changes; the ability to recruit and retain qualified employees, and to retain client relationships; and the risk that a significant or prolonged economic downturn could have a material adverse effect on Towers Watson's business, financial condition and results of operations. Additional risks and factors are identified under “Risk Factors” in Towers Watson’s most recent Annual Report on Form 10-K filed with the SEC.
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