Consulting firms Towers Perrin, Watson Wyatt merge

[June 29, 2009]  STAMFORD, Conn. (AP) -- Management consulting firms Towers, Perrin, Forster & Crosby Inc. and Watson Wyatt Worldwide Inc. said Sunday they will merge to form Towers Watson & Co. in an all-stock deal the companies value at $3.5 billion.

The move will create a consultancy with 14,000 employees across more than two dozen countries. Watson Wyatt and Towers Perrin shareholders will each receive 50 percent of the combined company, which is expected to have annual revenue of more than $3 billion.

Watson Wyatt CEO John Haley will retain his role at Towers Watson, while Towers Perrin CEO Mark Mactas will serve as president. The deal is expected to close shortly after a shareholder vote in the 2009 fourth quarter.

Based on Watson Wyatt's closing stock price Friday, the Arlington, Va.-based company is worth $1.76 billion. The firm, founded in 1946, helps companies design benefit and compensation plans, human resource strategies, M&A work force planning and provides investment consulting services to pension plans and other institutional funds.

Watson Wyatt last month reported that its fiscal third-quarter profit slipped 4 percent as the economic downturn trimmed some consulting work. The company also lowered its profit and revenue outlook for the full year below Wall Street estimates, saying projects directly tied to helping clients manage costs, mitigate risks or meet regulatory requirements were doing well but divisions which rely on shorter-term, more discretionary contracts have been hurt by the economic slump.

Watson Wyatt has forecast 2009 profit of $3.35 to $3.40 per share on revenue of $1.65 billion to $1.67 billion. Shares traded as high as $62 last August, prior to the market meltdown, before tumbling to a 52-week low of $32.56 in November 2008. They have since recovered 26 percent to close Friday at $41.18.

Towers Perrin, founded in 1934, provides compensation and retirement consulting, mergers and acquisition services and financial modeling software to clients across the aerospace, banking, chemical and lodging industries, among others.

The companies said Towers Watson shares issued to Watson Wyatt shareholders in the merger will be freely tradable. Restricted shares will be issued to holders of Stamford, Conn.-based Towers Perrin, and will become freely tradable over one to four years.

Goldman, Sachs & Co. is acting as financial adviser and Milbank, Tweed, Hadley & McCloy LLP is acting as legal adviser to Towers Perrin. Banc of America Merrill Lynch Securities is acting as financial adviser and Gibson, Dunn & Crutcher LLP is acting as legal adviser to Watson Wyatt.

[Associated Press]

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