Towers Perrin/Watson Wyatt Merger Cleared in Europe

December 6, 2009 – Towers, Perrin, Forster & Crosby, Inc. and Watson Wyatt Worldwide, Inc./(NYSE:WW) have been granted conditional clearance from the European Commission to allow the parties to proceed with their merger to form Towers Watson & Co. U.S. antitrust authorities previously cleared the transaction. As part of the European Commission's clearance decision, Watson Wyatt has committed to sell its life insurance actuarial software business, VIPitech. However, the European Commission has agreed that the merged company may retain a license to use the VIPitech software, which will allow it to continue to serve those clients that have implemented this software. “This is a key milestone in our progress toward completing the transaction that will bring together our two firms,” said John Haley, Watson Wyatt chief executive who will serve as CEO of Towers Watson. “We are very pleased to have received clearance from the Commission on a timescale which will allow the companies to continue plans to finalize the merger by the end of this year. While we are disappointed that we could not retain VIPitech, we are committed to ensuring that VIPitech is sold as a viable business and that all of our VIPitech clients remain fully supported.” The decision by the European Commission gives Towers Perrin and Watson Wyatt the necessary regulatory approvals to complete the merger. However, the proposed transaction remains subject to additional conditions contained in the merger agreement, including the approval by the shareholders of Towers Perrin and Watson Wyatt. Assuming that the requisite shareholder approvals are obtained and all other conditions are satisfied, the parties currently anticipate that the merger will become effective on January 1, 2010.

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