Willis Towers Watson Plc (WLTW): No, ValueAct’s Position Isn’t A New Activist Stake

Page 9 of 13 – SEC Filing

SCHEDULE 13D
————————– ————————-
CUSIP NO. G96629103 Page 9 of 15
—————————————————————————–

Item 4. Purpose of Transaction

The Reporting Persons purchased the securities of the Issuer reported
herein based on their belief that the securities are undervalued and
represent an attractive investment opportunity.

Jeffrey W. Ubben, the chief executive officer of ValueAct Holdings and
ValueAct Holdings GP, serves on the board of directors of the Issuer. The
Reporting Persons intend to have conversations with members of the Issuer’s
management and board of directors to discuss ways to enhance shareholder
value. The topics of these conversations will cover a range of issues,
including those relating to the business of the Issuer, management, board
composition, operations, capital allocation, asset allocation,
capitalization, dividend policy, financial condition, mergers and
acquisitions strategy, overall business strategy, executive compensation, and
corporate governance. The Reporting Persons may also have similar
conversations with other stockholders of the Issuer and other interested
parties, such as industry analysts, existing or potential strategic partners
or competitors, investment professionals, and other investors. The Reporting
Persons may at any time reconsider and change their intentions relating to
the foregoing.

The Reporting Persons may also take one or more of the actions
described in subsections (a) through (j) of Item 4 of Schedule 13D and may
discuss such actions with the Issuer’s management and the board of directors,
other stockholders of the Issuer, and other interested parties, such as those
set out above.

The Reporting Persons intend to review their investments in the Issuer
on a continuing basis. Depending on various factors, including, without
limitation, the Issuer’s financial position and strategic direction, the
outcome of the discussions and actions referenced above, actions taken by the
Issuer’s board of directors, price levels of the Common Stock, other
investment opportunities available to the Reporting Persons, conditions in
the securities market and general economic and industry conditions, the
Reporting Persons may in the future take actions with respect to its
investment position in the Issuer as it deems appropriate, including,
without limitation, purchasing additional Common Stock or selling some of all
of its Common Stock, and/or engaging in hedging or similar transactions with
respect to the Common Stock.

Item 5. Interest in Securities of the Issuer

(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned