Only one agreement for a US public company acquisition with a deal value of $100 million or more was filed this past week.

On June 29, 2015, insurance broker Willis Group Holdings plc agreed to acquire HR consulting firm Towers Watson & Co. in an all-stock transaction valued at $8.7 billion at signing. The parties have characterized the transaction as a merger of equals that will create a combined company with an implied equity value of $18 billion. In addition to the stock consideration, Towers Watson stockholders will also receive a one-time cash dividend of $4.87 per share. On closing, Towers Watson stockholders will own approximately 49.9% of the combined company and Willis stockholders will own approximately 50.1%. The total consideration implies a nearly 9% discount to the closing price of Towers Watson stock on the day of the merger's announcement, a "takeunder" that is uncommon for stockholders who cede control in a merger. However, Towers Watson stockholders will benefit from tax savings through the incorporation of the combined company in Ireland, where Willis is domiciled

The merger agreement provides each party with largely reciprocal obligations and deal protections, including a no-shop, fiduciary out and termination rights. Under the merger agreement, either party must pay to the other a termination fee of $255 million (2.93% of the deal value) if the merger agreement is terminated under certain circumstances, including if either party changes its recommendation or materially breaches the no-shop. Payment of the termination fee does not relieve the paying party from liability for a willful breach of the merger agreement or fraud, unless the trigger for payment is material breach of the no-shop. Subject to Willis stockholder approval, Willis intends to implement a 2.6490-for-1 reverse stock split, so that each Willis share will be converted into 0.3775 shares of the combined company. If the reverse stock split is approved, Towers Watson stockholders will receive one share of the combined company for each Towers Watson share. The merger is not conditioned on approval of the reverse stock split.

For additional public merger agreement summaries, see What's Market.