Power to Purchase Putnam
Marsh & McLennan Co Inc
01 February 2007
News Release
Media Contact: Investor Contact:
Rich Myers Mike Bischoff
Edelman for MMC MMC
212 819 4807 212 345 5470
MMC ANNOUNCES THAT GREAT-WEST LIFECO INC. HAS SIGNED A DEFINITIVE AGREEMENT TO
PURCHASE PUTNAM INVESTMENTS
FOR $3.9 BILLION
NEW YORK, NY, February 1, 2007-Marsh & McLennan Companies, Inc. (MMC) announced
today that Great-West Lifeco Inc., a financial services holding company
controlled by Canada-based Power Financial Corporation, has signed a definitive
agreement to purchase Putnam Investments. The sale price is $3.9 billion in
cash, subject to certain customary adjustments. Putnam is one of the largest
investment management firms in the United States, with $192 billion under
management at the end of 2006.
The transaction has been approved by the respective boards of directors of MMC
and Great-West Lifeco, and is expected to close in the middle of this year,
subject to regulatory approval, required client consents, and other customary
conditions.
Michael G. Cherkasky, MMC's president and chief executive officer, said, 'This
is an important transaction for MMC and its shareholders. We will receive an
attractive price for Putnam, strengthen our ability to focus on our core
businesses, and significantly enhance our financial flexibility. Selling Putnam
is another important step in enhancing long-term shareholder value and driving
additional success in our risk and human capital businesses.
'The proceeds to MMC from this sale, combined with our strong cash flow, will
give us the flexibility to consider a number of desirable options to further
strengthen our company such as investing in our business, stock repurchases, and
debt reduction.'
The impact of the sale on MMC's earnings per share cannot be precisely
calculated prior to the close of the transaction due to a number of variables,
such as the closing date and the ultimate use of the cash proceeds. Assuming
the transaction closes as expected in mid-year, MMC estimates that the sale
would have a mildly dilutive impact on 2007 earnings per share of approximately
five cents.
Cherkasky concluded, 'The sale of Putnam will enable MMC to focus on
strengthening the global leadership positions of our market-leading risk and
human capital businesses. We are very positive about our future and believe the
successful completion of this transaction will aid in driving our growth and
meeting our commitments to our shareholders, clients, and employees.'
Goldman, Sachs & Co. and Merrill Lynch & Co. acted as MMC's financial advisors
for the transaction. Davis Polk & Wardwell acted as MMC's legal counsel.
MMC is a global professional services firm with annual revenues of approximately
$12 billion. It is the parent company of Marsh, the world's leading risk and
insurance services firm; Guy Carpenter, the world's leading risk and reinsurance
specialist; Kroll, the world's leading risk consulting company; Mercer, a major
global provider of human resource and specialty consulting services; and Putnam
Investments, one of the largest investment management companies in the United
States. Approximately 55,000 employees provide analysis, advice, and
transactional capabilities to clients in over 100 countries. Its stock (ticker
symbol: MMC) is listed on the New York, Chicago, and London stock exchanges.
MMC's website address is www.mmc.com.
Putnam Investments, with approximately 3,000 employees, is a global money
management firm with over 68 years of investment experience, $192 billion in
assets under management, over 200 institutional clients, and over 9 million
shareholders and retirement plan participants.
###
Conference Call
A conference call to discuss the sale will be held today at 9:00 a.m. Eastern
Time. To participate in the teleconference, please dial (800) 862-9098 or (785)
424-1051 (international). The access code for both numbers is 3437308. The live
audio webcast may be accessed at www.mmc.com. A replay of the webcast will be
available approximately two hours after the event at the same web address.
This press release contains 'forward-looking statements,' as defined in the
Private Securities Litigation Reform Act of 1995. These statements, which
express management's current views or assumptions concerning future events or
results, use words like 'anticipate,' 'assume,' 'believe,' 'continue,'
'estimate,' 'expect,' 'intend,' 'plan,' 'project' and similar terms, and future
or conditional tense verbs like 'could,' 'should,' 'will' and 'would.' For
example, we may use forward-looking statements when addressing topics such as:
future actions by our management or regulators; the outcome of contingencies;
changes in our business strategy; changes in our business practices and methods
of generating revenue; the development and performance of our services and
products; market and industry conditions, including competitive and pricing
trends; changes in the composition or level of MMC's revenues; our cost
structure; the impact of acquisitions and dispositions; and MMC's cash flow and
liquidity.
Forward-looking statements are subject to inherent risks and uncertainties.
MMC's agreement to sell Putnam is subject to a number of closing conditions,
some of which are outside of MMC's control, and there can be no assurance that
the transaction will close as planned or that the announced sale price will not
be adjusted pursuant to the terms of the sale agreement. In addition, factors
that could cause MMC's actual results to differ materially from those expressed
or implied in our forward-looking statements include:
• Putnam's performance between now and the closing of the announced sale
later in 2007;
• our ability to effectively deploy MMC's proceeds from the sale of
Putnam;
• our estimate of the dilutive impact of the sale of Putnam on MMC's
future earnings per share is necessarily based on a set of current management
assumptions, including assumptions about MMC's use of sale proceeds and the
operating results of Putnam and MMC's other subsidiaries;
• the economic and reputational impact of: litigation and regulatory
proceedings brought by federal and state regulators and law enforcement
authorities concerning our insurance and reinsurance brokerage and investment
management operations (including the complaints relating to market service
agreements and other matters filed by, respectively, the New York Attorney
General's office in October 2004, the Connecticut Attorney General's office in
January 2005 and the Florida Attorney General's office and Department of
Financial Services in March 2006, and proceedings relating to market-timing
matters at Putnam); and class actions, derivative actions and individual suits
filed by policyholders and shareholders in connection with the foregoing;
• in light of Marsh's elimination of contingent commission arrangements in
late 2004, our ability to achieve profitable revenue growth in our risk and
insurance services segment by providing both traditional insurance brokerage
services and additional risk advisory services;
• our ability to retain existing clients and attract new business,
particularly in our risk and insurance services segment, and our ability to
retain key employees;
• period-to-period revenue fluctuations in risk and insurance services
relating to the net effect of new and lost business production and the timing of
policy inception dates;
• the impact on risk and insurance services commission revenues of changes
in the availability of, and the premiums insurance carriers charge for,
insurance and reinsurance products, including the impact on premium rates and
market capacity attributable to catastrophic events such as hurricanes;
• the impact on renewals in our risk and insurance services segment of
pricing trends in particular insurance markets, fluctuations in the general
level of economic activity and decisions by insureds with respect to the level
of risk they will self-insure;
• the impact on our consulting segment of pricing trends and utilization
rates;
• our ability to implement our restructuring initiatives and otherwise
reduce or control expenses and achieve operating efficiencies;
• the impact of competition, including with respect to pricing and the
emergence of new competitors;
• the impact of increasing focus by regulators, clients and others on
potential conflicts of interest, particularly in connection with the provision
of consulting and investment advisory services;
• fluctuations in the value of Risk Capital Holdings' investments in
individual companies and investment funds;
• our ability to make strategic acquisitions and dispositions and to
integrate, and realize expected synergies, savings or strategic benefits from,
the businesses we acquire;
• our exposure to potential liabilities arising from errors and omissions
claims against us;
• our ability to meet our financing needs by generating cash from
operations and accessing external financing sources, including the potential
impact of rating agency actions on our cost of financing or ability to borrow;
• the impact on our operating results of foreign exchange fluctuations;
and
• changes in the tax or accounting treatment of our operations, and the
impact of other legislation and regulation in the jurisdictions in which we
operate, particularly given the global scope of our businesses.
The factors identified above are not exhaustive. MMC and its subsidiaries
operate in a dynamic business environment in which new risks may emerge
frequently. Accordingly, MMC cautions readers not to place undue reliance on
its forward-looking statements, which speak only as of the dates on which they
are made.
MMC undertakes no obligation to update or revise any forward-looking statement
to reflect events or circumstances arising after the date on which it is made.
Further information concerning MMC and its businesses, including information
about factors that could materially affect our results of operations and
financial condition, is contained in MMC's filings with the Securities and
Exchange Commission.
MMC and its operating companies use their websites to convey meaningful
information about their businesses, including the anticipated release of
quarterly financial results and the posting of updates of assets under
management at Putnam. Monthly updates of total assets under management at
Putnam will be posted to the MMC website the first business day following the
end of each month. Putnam posts mutual fund and performance data to its website
regularly. Assets for most Putnam retail mutual funds are posted approximately
two weeks after each month-end. Mutual fund net asset value (NAV) is posted
daily. Historical performance and Lipper rankings are also provided. Investors
can link to MMC and its operating company websites through www.mmc.com.
This information is provided by RNS
The company news service from the London Stock Exchange
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