Stmt re Mini Tender Offer
Marsh & McLennan Co Inc
10 July 2006
News Release
Media Contacts: Investor Contact:
Robin Liebowitz Jim Fingeroth Mike Bischoff
MMC Kekst and Company MMC
(212) 345-3963 (212) 521-4819 (212) 345-5470
MMC DOES NOT RECOMMEND OR ENDORSE BELOW-MARKET MINI-TENDER
OFFER BY TRC CAPITAL
NEW YORK, NEW YORK, July 10, 2006 - Marsh & McLennan Companies, Inc. (MMC) today
said that it has been notified of an unsolicited 'mini-tender' offer by TRC
Capital Corporation to purchase up to 3 million shares of its common stock,
representing less than 1 percent of MMC's outstanding shares. TRC Capital's
offer price of $25.50 per share is 3.5 percent below the closing price of MMC's
stock on July 5, 2006, the day prior to the date of the offer, and a 4.4 percent
discount to the closing price on July 7, 2006 of $26.66.
MMC does not recommend or endorse this unsolicited mini-tender offer.
Mini-tender offers, such as this one by TRC Capital, avoid many of the investor
protections afforded to larger tender offers, including the filing of disclosure
and other tender offer documents with the Securities and Exchange Commission
(SEC) and other procedures mandated by U.S. securities laws. MMC stated that it
is in no way associated with TRC Capital, the mini-tender offer or the offer
documentation.
MMC urges investors to obtain current market quotations for their shares of MMC
common stock, to consult with their financial advisor and to exercise caution
with respect to TRC Capital's offer.
The SEC has issued 'Investor Tips' regarding mini-tender offers, noting that
often in making the offers at below-market prices 'bidders are hoping that they
will catch investors off guard if the investors do not compare the offer price
to the current market price.' The SEC's advisory may be found on the SEC Web
site, at www.sec.gov/investor/pubs/minitend.htm. The Canadian Securities
Administration also has issued an advisory titled 'Mini-Tender Offers - Watch
Out For Mini-Tender Offers Below Market Price!' that can be found at
www.osc.gov.on.ca/About/NewsReleases/1999/nr_19990927_mini.jsp.
Any MMC stockholders who may already have tendered their shares are advised that
they may withdraw their shares by providing the written notice described in the
TRC Capital offering documents prior to the expiration of the offer currently
scheduled for 12:01 a.m. EDT on August 4, 2006.
MMC refers broker/dealers and other market participants in the dissemination of
the offer to the SEC's recommendations to broker/dealers in these circumstances,
which can be found on the SEC's Web site at www.sec.gov/divisions/marketreg/
minitenders/sia072401.htm, and to Information Memo Number 01-27 issued by the
New York Stock Exchange on Sept. 28, 2001, regarding the dissemination of
mini-tender offer materials, which can be found under the 'Market Professionals
-- Information Memos' tab on the NYSE's website at www.nyse.com.
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, Pacific, and London stock
exchanges. MMC's website address is www.mmc.com.
This press release contains 'forward-looking statements,' as defined in the
Private Securities Litigation Reform Act of 1995. These statements, which use
words like 'anticipate,' 'believe,' 'estimate,' 'expect,' 'intend,' 'plan,'
'project,' 'should' and similar terms, express management's current views
concerning future events or results. 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.
Factors that could cause actual results to differ materially from those
expressed or implied in our forward-looking statements include:
• 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;
• the extent to which we are able to replace the revenues we previously
derived from contingent commissions, which we eliminated in late 2004;
• our ability to retain existing clients and attract new business,
particularly in our risk and insurance services segment, and our ability to
continue employment of key revenue producers and managers;
• period-to-period revenue fluctuations relating to the net effect of new
and lost business production and the timing of policy inception dates;
• the impact on our commission revenues of changes in the availability of,
and the premiums insurance carriers charge for, insurance products,
including the degree and timing of the impact of 2005 hurricanes on
reinsurance premium rates;
• the actual and relative investment performance of Putnam's mutual funds
and institutional and other advisory accounts, and the extent to which
Putnam reverses its recent net redemption experience, increases assets under
management and maintains management and administrative fees at historical
levels;
• our ability to implement our restructuring initiatives and otherwise
reduce expenses;
• 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;
• changes in the value of MMC's investments in individual companies and
investment funds;
• our ability to make strategic acquisitions and to integrate, and realize
expected synergies, savings or strategic benefits from, acquired businesses;
• 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.
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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