Investigation Overview
An investigation on behalf of current investors Hewitt Associates, Inc. (NYSE:HEW) over possible breaches of fiduciary duty by certain members of the Hewitt Associates board of directors in connection with the takeover attempt by Aon Corporation was announced.
Hewitt Associates, Inc., located in Lincolnshire, IL, is a provider of human resources outsourcing and consulting services. Hewitt Associates, Inc. reported in 2007 Total Revenue of $2.99033billion, in 2008 $3.22765billion, and in 2009 $3.07356billion.
On Monday, July 12, 2010, Hewitt Associates, Inc. (NYSE: HEW) and Aon Corporation (NYSE: AON) announced a definitive agreement under which Hewitt will merge with a subsidiary of Aon. Under the terms of the agreement Hewitt stockholders will be entitled to receive for each share of Hewitt common stock (HEW), $25.61 in cash and 0.6362 of a share of Aon Corp. (AON) common stock. Based on the closing price of Aon common stock on July 9, 2010, the aggregate consideration paid on a fully diluted basis is valued at $50 per Hewitt share. According to Hewitt Associates, Inc its board of directors approved the transaction and the offer represents a 41% premium to Hewitt's closing stock price on July 9, 2010, the last trading day prior to the announcement of the agreement.
Shares of Hewitt Associates, Inc. (HEW) traded before the news at $35.64 per share and climbed to $47.33 per share in response to the announcement.
The investigation by a law firm concerns whether the Hewitt Associates Board of Directors breached their fiduciary to Hewitt Associates, Inc. (NYSE:HEW) stockholders by failing to adequately shop the Company prior to supporting the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better Hewitt Associates (NYSE:HEW), and whether Aon Corporation is underpaying Hewitt Associates, Inc. (HEW), thus unlawfully harming HEW stockholders.