Securities Act of 1934
Rules 13e-4(d)(1), 13e-4(f)(1)(ii) and Rule 14e-1(b)
May 17, 2010
Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
Towers Watson Co. — Exchange Offer
Dear Mr. Conroy:
We are responding to your letter dated May 14, 2010 addressed to Nicholas P. Panos and Peggy Kim, as supplemented by telephone conversations with the Staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.
On the basis of your representations and facts presented in your letter, the Staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(f)(1)(ii) or 14e-1(b) under the Exchange Act if Towers Watson conducts the Offer in the manner described in your letter. In issuing this no-action position, we considered the following facts, among others:
- Towers Watson's view that the trading prices of the Class A Common Stock are representative of the value of the Class B-1 Common Stock;
- Towers Watson Class A Common Stock is listed on The New York Stock Exchange and The NASDAQ Stock Market, LLC;
- The aggregate principal amount of Notes to be issued and the formula for determining the Purchase Price will be disclosed in the tender offer materials disseminated to security holders; the aggregate principal amount of Notes to be issued and the formula will remain fixed throughout the duration of the Offer; and, if there is a change in the principal amount of Notes to be issued or the formula, the Offer will remain open for at least ten business days;
- The formula will be based on the volume weighted average trading prices for Towers Watson Class A common stock during the Averaging Period; the tender offer materials disseminated to security holders will disclose the number of trading days in the Averaging Period; and the number of trading days in the Averaging Period will be at least ten consecutive trading days;
- Towers Watson will provide a toll-free number that will enable security holders to determine, during the Averaging Period, a Representative Price and a Representative Amount calculated based on the formula as of the date of inquiry that includes only those trading days elapsed since the Averaging Commencement Date and this information will also be published on Towers Watson's website;
- The fixed Purchase Price and the maximum number of Subject Securities sought in the Offer will be set at least two trading days prior to the scheduled expiration of the Offer;
- Towers Watson will publish the fixed Purchase Price and the maximum number of Subject Securities sought in the Offer on Towers Watson's website and in a press release prior to the opening of trading on the second business day prior to the date of expiration of the Offer and file an amendment to its Schedule TO on the same date setting forth the same information, which also will be available through the information agent;
- Towers Watson will use a proration mechanism to determine the exact amount of tendered Subject Securities to be accepted for exchange in the event that accepting the total number of Subject Securities tendered would necessitate the issuance of Notes in excess of the aggregate principal amount of Notes available for payment; and
- The tender offer materials will disclose that Towers Watson is seeking to buy up to all of the Subject Securities, subject to certain terms and conditions being satisfied.
The foregoing no-action position is based solely on your representations and the facts presented in your letter dated May 14, 2010, as supplemented by telephone conversations with the Division of Corporation Finance Staff. This relief is strictly limited to the application of the rules listed above to the Offer. You should discontinue the Offer pending further consultations with the Staff if any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 and Rule 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Offer. This response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.
Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions
Division of Corporation Finance
The Incoming Letter is in Acrobat format.