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Rolling meadow, sick., May 12, 2021 / PRNewswire /- Arthur J. Gallagher & Co. (NYSE:AJG) (“Galagher”) announced today that 9,000,000 shares of common stock have been priced at a price offered to the public. $142.00 Per share. Gallagher also provided underwriters with a 30-day option to purchase up to 1,350,000 common shares at the same public offering price. Morgan Stanley & Co. LLC served as the sole bookrunner for this issue. Bank of America Securities, Deutsche Bank Securities, Keefe, Bruyette Woods, Stifel Corporation, Truist Securities, Wells Fargo Securities, William Blair, Piper Sandler, RBC Capital Markets, Dowling & Partners Securities, LLC and Raymond James Act as the joint manager of this issue.
The product is expected to be in May 17, 2021, But subject to customary closing conditions. Gallagher intends to use the net proceeds from this offering as part of its previously announced acquisition of certain assets. Willis Tower Watson plc reinsurance, professional and retail brokerage business (hereinafter referred to as “WTW transaction”), which is part of the proposed regulatory remedy against pending Aon plc and Aon plc Willis Tower Watson plc combination.
The sale is not conditional on the completion of the WTW transaction and there is no guarantee that the WTW transaction will be completed.
The public offering is based on a valid shelf registration statement dated S-3 March 8, 2021 Documents that have been submitted to the US Securities and Exchange Commission (SEC).Supplement to the initial prospectus related to the issuance, dated May 12, 2021 It has been submitted to the SEC and can be found on the SEC website at: http://www.sec.gov. Supplements to the prospectus and copies of the basic prospectus for these securities can be obtained from Morgan Stanley & Co. LLC by mail to 180 Varick Street, 2nd Floor, 2. New York, New York 10014, Note: Prospectus Department.
The supplementary materials for the preliminary prospectus, the accompanying prospectus and the information in this press release are incomplete and may be changed. This press release is neither an offer to purchase nor an offer to purchase any common stock of Gallagher or any other securities, nor is it to sell any common stock in any jurisdiction where the offer, offer or acquisition is made. The sale will be illegal until it is registered or qualified under the securities laws of any such jurisdiction.
on Arthur J. Gallagher & Co.
Arthur J. Gallagher & Co. is a global insurance brokerage, risk management and consulting service company headquartered in Rolling Meadows in Illinois. Gallagher operates in 56 countries/regions and provides customer service capabilities in more than 150 countries/regions through a network of agent brokers and consultants.
Information about forward-looking statements
This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements are related to expectations or predictions of future events and use words such as “anticipates,” “believes,” and “estimates.” “Expect”, “consider”, “forecast”, “project”, “intend”, “plan”, “potential” and other similar terms and future tenses such as “may”, “may”, “may” or Conditional verbs, “see”, “should”, “will be” and “will be”. You can also identify forward-looking statements by facts that are not completely related to historical facts or current facts. Examples of forward-looking statements regarding the underwriting of common stock public offerings and proposed WTW transactions described in this press release include, but are not limited to, the successful initiation, pricing, and completion of underwriting common stock public offerings, pricing, and regulatory requirements. Approval of the statement regarding the expected proceeds of the proposed WTW transaction, the expected timing of the proposed WTW transaction, the use of proceeds from the public offering of underwritten common stocks, and the expected financing of the proposed WTW transaction.
Readers are cautioned not to rely on any forward-looking statements, which are neither statements of historical facts nor guarantees or guarantees of future performance. Important factors that may cause actual results to differ materially from forward-looking statements include: (a) the risks associated with the integration of acquired businesses, businesses and assets into Gallagher; (b) the proposed WTW transaction may not be completed as expected , Or not completed at all, because the required regulatory approvals were not obtained in a timely manner or other completion conditions were not met; (c) The risk of failing to meet the expected terms or not obtaining the financing required to fund the proposed WTW transaction; (d) ) Potential adverse reactions or changes to business or employee relations, including adverse reactions or changes caused by the announcement or completion of the proposed WTW transaction; (e) The expected benefits of the proposed WTW transaction (including cost savings and expected synergies) The possibility of expected or no realization at all, including actions that entered Gallagher due to the effects of mergers and acquisitions or problems arising therefrom; (f) Our estimate is due to the departure of major brokers and other employees. The estimation of revenue loss caused by business interruption and the loss of customers is incorrect, and the actual loss of revenue is greater than expected; (g) The legal and regulatory complexity of entering more geographic markets has increased, including a certain non-operating facility in Gallagher. The risks associated with the labor and employment legal frameworks in these countries; (h) the conditions imposed to obtain the required regulatory approvals; (i) the uncertainties in the global economy, stock and credit markets and their impact on Gallagher The potential impact of acceptable terms, preferential prices, timely prices or the ability to raise funds for the proposed WTW transaction at all; (j) The possibility of the proposed WTW transaction being completed may be higher than expected, including due to unexpected factors or Caused by the incident; (k) Divert management’s attention from ongoing business operations and opportunities; (l) Unable to retain the acquired business or certain key employees of Gallagher; (m) Leverage for the proposed WTW transaction Increase related risks; (n) Competitive response to the proposed WTW transaction; (o) Uncertainty about the completion time of the proposed WTW transaction and whether the parties can complete the proposed WTW transaction; (p) After we follow The financial information provided in the public documents for the acquired business may differ from the information provided here; and (q) other factors discussed in the section entitled “Information Related to Forward-Looking Statements” in Gallagher’s Form 10 quarterly report -Q (for the quarter ending March 31, 2021) and Gallagher’s “risk factors” in their annual report on Form 10-K for the fiscal year ending December 31, 2020. The COVID-19 pandemic is currently intensifying and may continue to magnify the risks, uncertainties and assumptions reflected in such forward-looking statements and risk factors in the future.
Any forward-looking statements made by Gallagher in this press release represent only the date of its publication. Unless required by applicable law, Gallagher assumes no responsibility for updating the information contained herein.
Investor: Ray Iardella |
Media: Kelli Murray |
Vice President-Investor Relations |
Director of Global Public Relations |
(630) 285-3661/ ray_iardella@ajg.com |
(630) 277-0347/ Kelli_Murray@ajg.com |
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source Arthur J. Gallagher & Co.
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