Specialist antitrust and mergers and acquisitions (M&A) publisher, CTFN, has reported that Aon and Willis Towers Watson (WTW) believe that leadership at the US Department of Justice (DOJ) is unlikely to challenge their proposed combination.
Reports emerged recently that the DOJ has adopted a dual-track strategy for its review of the mega-merger, engaging in settlement talks while ensuring trial preparations are underway should it decide to mount a challenge.
Citing a source close to the matter, CTFN reports that staff at the DOJ have been “going around and around” with the information available related to the transaction, but that both Aon and WTW believe that ultimately, the DOJ will take the more conventional approach.
According to the source, at staff level there remains some real concerns over the deal and the case team at the DOJ are reportedly undecided about taking a stance on a final decision.
“You definitely have a hawkish camp that is having a field day trashing this deal,” said the source.
But despite this, the source stressed to CTFN that the acting leadership at the DOJ does not appear willing to bring a case, especially given the expectation of conditional clearance by the European Commission (EC) after concessions were made.
The source described the EC’s positive stance as “a game changer” and continued to explain to CTFN that no one is at the DOJ to take credit for a lawsuit. Adding that whoever is elected as the assistant attorney general will have to deal with the case, which is “not a very welcome prospect.”
Interestingly, analysts at CTFN note that its source did not mention any productive, ongoing remedy talks, but instead noted the cost-benefit analysis related with the risk of litigation being performed at the leadership level.
According to another source close to the matter, the DOJ’s decision will not be compulsive and, even where the DOJ feels it has a strong case, the “more standard operating procedure” would be to reach an agreement on the terms of a consent decree.
The second source also said that the issues highlighted by the DOJ include health benefits consulting, private retiree health exchanges, and pension actuarial services in the US. However, CTFN states that this source did not note current DOJ concerns over large multinational clients.
The DOJ is expected to come to a decision after the EC issues a statement on the deal, which is expected by July 2021.
