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In the the termination announcement, Willis CEO . Aon-Willis mega-merger decision deadline announced Headlines & Bits of Interest - 28 April 2021 Aon / Willis deal closer to done and much more. Please watch the NASA video highlighted near the end of Liked by Julia Hodges Willis Towers Watson (WLTW) and AON Merger Falls Apart Aon, Willis $30B merger canceled after Justice Department suit Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. The parties expect the transaction to close in the first half of 2021, subject to satisfaction of these conditions. Terms used in this paragraph should be read in light of the meanings given to those terms in the Irish Takeover Rules. Aon UK, Aon Ireland, Willis Towers Watson and their subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Insurance brokerage Arthur J. Gallagher & Co. is in talks to buy a portfolio of assets from Aon Plc and Willis Towers Watson Plc for about $3 billion, according to people familiar with the matter. See Aon's and WTW's respective Annual Reports on Form 10-K for the year ended December 31, 2020 and their respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021 for a further discussion of these and other risks and uncertainties applicable to Aon and WTW and their respective businesses. Interested parties can listen to the conference call by dialing (800) 369-3354 (within the U.S.) or (210) 234-0114 (outside of the U.S.) using access code: Aon, or via a live audio webcast at www.aon.comand www.willistowerswatson.com. Additional information about Aon UK's directors and executive officers is contained in Aon UK's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14, 2020, and its Proxy Statement on Schedule 14A, dated and filed with the SEC on April 26, 2019. Media ContactsAon - Nadine Youssef, mediainquiries@aon.com, +1 833 751 8114Willis Towers Watson - Miles Russell, miles.russell@willistowerswatson.com, +44 (0) 7903262118, Investor ContactsAon - Leslie Follmer, investor.relations@aon.com, +1 312 381 3310Willis Towers Watson - Claudia De La Hoz, Investor_Relations@willistowerswatson.com, +1 215 246 6221. Competition and antitrust in Mexico | Law firm and lawyer rankings from On 9 March 2020, Aon announced its planned acquisition of Willis Towers Watson [20] [21] for nearly $30 billion in an all-stock deal that would have created the world's largest insurance broker. Investegate takes no responsibility for the accuracy of the information within this site. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. About Aon The pending combination with Willis Towers Watson is expected to deliver: Aon andWillis Towers Watson continue to progress with their integration planning, most recently highlighted by the announcement of the future leadership team that, following the close of the combination, will collaborate to deliver new sources of value to clients and create new opportunities for colleagues. It is expected that the Reorganization of the Aon Group described in the Reorganization Proxy Statement will be completed prior to the completion of the combination, such that prior to completion of the combination, Aon Ireland will be the publicly traded parent company of the Aon Group. A replay of the conference call will be available for 30 days following the live conference call and can be accessed by dialing (866) 452-2113 (within the U.S.) or (203) 369-1217 (outside of the U.S.). The announcement on Monday from Aon and Willis Towers Watson that they have abandoned their $30bn mega-merger has plunged the future of Willis Re into even deeper uncertainty as its sale. Today, the companies announced an agreement to merge their operations in an all-stock transaction with an implied combined equity value of around $80 billion, according to a press release. Aon and Willis Towers Watson have terminated their $30bn mega merger in the face of opposition from the Department of Justice (DoJ) in a move that will send shock waves through the sector. None of thesynergies or other cost reductions statements or the EPS or cash flow accretion statements should be construed as a profit forecast or interpreted to mean that Willis Towers Watson, Aon UK or Aon Ireland's profits or earnings in the first full year following the Proposed Combination, or in any subsequent period, will necessarily match or be greater than or be less than those of Willis Towers Watson, Aon UK and/or Aon Ireland for the relevant preceding financial period or any other period. The principal sources of potential synergies and other cost reductions are as follows: The transaction is expected to be accretive to Aon adjusted EPS in the first full year of the combination with peak adjusted EPS accretion in the high teens2 after full realization of $800 million of pre-tax synergies.3 Willis Towers Watson and Aon anticipate savings of $267 million in the first full year of the combination, reaching $600 million in the second full year, with the full $800 million achieved in the third full year.3 Free cash flow accretion is expected to breakeven in the second full year of the combination with free cash flow accretion of more than 10% after full realization of synergies.3 The transaction is expected to generate over $10 billion of shareholder value creation from the capitalized value of the expected pre-tax synergies, based on the blended 2020 price to earnings ratio of Willis Towers Watson and Aon UK on 6 March 2020, net of $2.0 billion in one-time transaction, retention and integration costs.5. This was a bold piece of deal-making and successful execution looked likely to create significant upside. - Transaction is a key step on path to close proposed combination designed to accelerate innovation on behalf of clients, - Aon remains committed to $800 million of cost synergies and expects the combination to create significant shareholder value. An energetic leader and consultant unafraid of detail or complexity. Defending itself in the courts against the United States Department of Justice's objections to its proposed merger with rival insurance and reinsurance broker Willis Towers Watson (WTW), Aon. Neither Aon nor WTW is under, and each expressly disclaims, any obligation to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise. The factors identified above are not exhaustive. Aon-Willis Towers Watson Merger Faces U.S. Antitrust Suit - The New For more information about Willis Towers Watson, see www.willistowerswatson.com. Aon and Willis Towers Watson Announce Shareholder Approval Aon Launches New Executive Committee Following Decision to Terminate The defensive tackle announced on Friday evening he would be taking his talents to Louisiana Tech. Retention costs are subject to Irish Takeover Panel approval. Further information concerning Willis Towers Watson and its businesses, including economic, competitive, governmental, regulatory, technological and other factors that could materially affect Willis Towers Watson's results of operations and financial condition, is contained in Willis Towers Watson's filings with the SEC. Any forward-looking statements in this communication are based upon information available as of the date of this communication which, while believed to be true when made, may ultimately prove to be incorrect. ,Date,News 1,News 2,News 3,News 4,News 5,News 6,News 7,News 8,News 9,News 10,FinBERT score 0,2020-10-01,A standoff over further federal aid and concern over the pandemic's duration are pushing companies to eliminate jobs.,With few people traveling and lawmakers deadlocked on a stimulus package American Airlines and United Airlines are cutting more than 30000 jobs.,After Tuesday's debacle . We are confident that the combination would have accelerated our shared ability to innovate on behalf of clients, but the inability to secure an expedited resolution of the litigation brought us to this point. Arthur J. Gallagher Is in Talks to Buy Aon, Willis Assets Aon and Willis Towers Watson continue to work toward obtaining additional regulatory approval in all relevant jurisdictions, including the United States, where regulators are conducting an independent review of the Aon and WTW combination. All subsequent written and oral forward-looking statements attributable to Aon, WTW and/or any person acting on behalf of any of them are expressly qualified in their entirety by the foregoing paragraphs, and the information contained on any websites referenced in this communication is not incorporated by reference into this communication. *All intraday prices are subject to a delay of fifteen (15) minutes. July 26, 2021 Two of the world's largest insurance brokers, Aon and Willis Towers Watson, announced on Monday that they had called off a planned $30 billion merger, just a little more than a. The combined company, to be named Aon, will be the premier, technology-enabled global professional services firm focused on the areas of risk, retirement and health. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. Aon's $30bn acquisition of Willis Towers Watson collapses The information contained therein is only current as of the date thereof. Aon and Willis Towers Watson Establish 'One Firm' Vision, Name Aon may update, amend, supplement or otherwise alter the information contained in any such materials by subsequent presentations, reports, filings, or other means without notice. Rishi Davda - Europe Geography Engagement Leader - LinkedIn Copies of their respective reports are included in Appendix 4 and Appendix 5 to the Rule 2.5 Announcement. The company is headquartered in Rolling Meadows, Ill. and has more than 34,000 employees in 56 countries. I believe big change is possible.<br><br>Without ego I bridge gaps between strategy, people, techology and data. <br><br>Diverse experiences in leadership roles include running a global function with teams across . This document, if and when filed, as well as Willis Towers Watson's, Aon UK's and Aon Ireland's other public filings with the SEC, may be obtained without charge at the SEC's website at www.sec.gov and, in the case of Aon UK's and Aon Ireland's filings, at Aon UK's website at www.aon.com, and in the case of Willis Towers Watson's filings, at Willis Towers Watson's website at www.willistowerswatson.com. Safe Harbor Statement In connection with the termination of the business combination agreement, Aon will pay the $1 billion termination fee to Willis Towers Watson, Willis Towers Watson's proposed scheme of arrangement has now lapsed, and both organizations will move forward independently. Aon may update, amend, supplement or otherwise alter the information contained in any such materials by subsequent presentations, reports, filings, or other means without notice. To the best of the knowledge and belief of the directors of WTW (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The directors of Aon UK accept responsibility for the information contained in this document relating to Aon UK, the directors of Aon UK and members of their immediate families, related trusts and persons connected with them, except for the statements made by Willis Towers Watson in respect of Aon UK or Aon Ireland. LONDON, U.K. - Aon plc (NYSE:AON) and Willis Towers Watson (NASDAQ: WLTW) today announced a definitive agreement to combine in an all-stock transaction (the "Proposed Combination") with an implied combined equity value of approximately $80 billion. Failure of WTW merger over US DoJ trial date "unacceptable" - Aon U.S. DOJ Files Antitrust Suit to Block Aon/Willis Towers Watson Merger Ex-99.1 - Sec The directors of WTW accept responsibility for the information contained in this document relating to WTW, except for statements made by Aon in respect of WTW. The mega-merger deal, first announced in March 2020, already has shareholder approval from both companies, who had hoped to complete the transaction by the first half of 2021. Further information concerning Aon, WTW and their respective businesses, including factors that potentially could materially affect Aon's or WTW's financial results, are contained in Aon's and WTW's respective filings with the Securities and Exchange Commission (the "SEC"). This communication contains certain statements that are forward-looking, as that term is defined in the Private Securities Litigation Reform Act of 1995. U.S. sues to stop $30 billion merger of Aon and Willis Towers Watson - CNBC The deal had a value of about $30 billion. "This agreement demonstrates strong momentum on the path to close our proposed combination with Willis Towers Watson," said Greg Case, Aon's CEO. Certain statements made on this web site or in materials accessed in or through this section of our web site are forward-looking statements, which are subject to risks and uncertainties, and Aon's actual results may differ (possibly materially) from those indicated in such statements. Get this Chicago Tribune page for free from Thursday, May 22, 1986 wiciuiiu iiiuuiic, iiiuiSuay, iviay cl, idoo Almanac. July 26 (Reuters) - Aon Plc (AON.N) and Willis Towers Watson Plc on Monday called off a $30 billion merger that would have created the world's largest insurance broker, saying U.S.. Previous reports that the DOJ was likely to approve the $30 billion mega-merger appear to have been false, as the U.S. regulator looks to block the deal on the grounds it threatens to eliminate competition and increase prices, among other concerns. Aon (company) - Wikipedia Aon and Willis Tower had been betting on the merger to generate annual cost savings of $800 million and boost revenue through the sale of the new products, in areas such as intellectual. Operations Manchester United DUBLIN, July 26, 2021 /PRNewswire/ -- Aon plc (NYSE: AON) and Willis Towers Watson (NASDAQ: WLTW) announced today that the firms have agreed to terminate their business combination agreement and end litigation with the U.S. Department of Justice (DOJ). Further information concerning Aon UK and its businesses, including economic, competitive, governmental, regulatory, technological and other factors that could materially affect Aon UK's results of operations and financial condition (and which shall apply equally to Aon Ireland following the completion of the reorganization of Aon UK as described in Aon UK's Proxy Statement on Schedule 14A, dated and filed with the SEC on December 20, 2019), is contained in Aon UK's filings with the SEC. Aon-Willis Merger Would Dominate Outsourced Investment Services Aon-Willis collapse: What now for Willis Re? - Insurance Insider The factors identified above are not exhaustive. Aon, Willis Towers Scrap $30 Billion Merger Amid Antitrust Impasse Aon and Willis Towers Watson announce the future leadership team Aon-Willis deal falls apart, leaves questions over brokers' prospects Kah Loon Tham - Manager - Flint Global | LinkedIn Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. These forward-looking statements include information about possible or assumed future results of Aon's and/or WTW's operations, the uncertainty surrounding the COVID-19 pandemic, the pending combination of Aon and WTW (the "Combination"), expectations related to regulatory approvals of the Combination, and divestitures to be made in connection with the Combination. The information contained therein is only current as of the date thereof. By their nature, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. About Willis Towers WatsonWillis Towers Watson is a leading global advisory, broking and solutions company that designs and delivers solutions that manage risk, optimize benefits, cultivate talent and expand the power of capital to protect and strengthen institutions and individuals. Deal Watch: For Aon, Willis Towers Watson and 6 Law Firms, a $30B Deal Watch: For Aon, Willis Towers Watson and 6 Law Firms, a $30B Merger That Wasn't. The insurance mega-merger is off a month after the U.S. Department of Justice filed suit to block it. NEWS. Other unknown or unpredictable factors could also cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. "Our world-class expertise across risk, retirement and health will accelerate the creation of new solutions that more efficiently match capital with unmet client needs in high-growth areas like cyber, delegated investments, intellectual property, climate risk and health solutions.". Save article. Forward-looking statements are prospective in nature and are not based on historical facts, but rather current expectations of management about future events. Aon, Willis Towers Watson announce mega-merger Following failed merger, Willis Towers Watson hires new CFO Aon and Willis Towers Watson establish 'One Firm' vision, name 28 January 2021. Updated: Aon shares up 9.2%, Willis down 9.5% after - Insurance Insider Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. Aon and Willis Towers Watson agreed to merge in March 2020 in an all-stock deal, worth around $30 billion at the time. Aon's financial advisor in respect of the Proposed Combination is Credit Suisse Securities (USA) LLC and its legal advisors are Latham & Watkins, LLP, Freshfields Bruckhaus Deringer LLP and Arthur Cox. DUBLIN, Ireland, Aug. 26, 2020 (GLOBE NEWSWIRE) -- Aon plc ("Aon") (NYSE: AON) and Willis Towers Watson Public Limited Company ("Willis Towers Watson") (NASDAQ: WLTW) today announced that. Our 50,000 colleagues in 120 countries empower results for clients by using proprietary data and analytics to deliver insights that reduce volatility and improve performance. In addition, results for the year ended December 31, 2020 and the quarter ended March 31, 2021, are not necessarily indicative of results that may be expected for any future period, particularly in light of the continuing effects of the COVID-19 pandemic. View original content to download multimedia:http://www.prnewswire.com/news-releases/aon-and-willis-towers-watson-wtw-take-important-step-toward-the-close-of-proposed-combination-with-agreement-to-sell-set-of-wtw-assets-to-gallagher-301289733.html, Aon and Willis Towers Watson (WTW) Take Important Step Toward the Close of Proposed Combination with Agreement to Sell Set of WTW Assets to Gallagher, Human Resources Business Process Outsourcing, Investor_Relations@willistowerswatson.com, http://www.prnewswire.com/news-releases/aon-and-willis-towers-watson-wtw-take-important-step-toward-the-close-of-proposed-combination-with-agreement-to-sell-set-of-wtw-assets-to-gallagher-301289733.html. Certain statements made on this web site or in materials accessed in or through this section of our web site are forward-looking statements, which are subject to risks and uncertainties, and Aon's actual results may differ (possibly materially) from those indicated in such statements. See Legal Notice for further information regarding such statements and additional disclaimers with respect to the materials and sites that you may access through the Investors section of our Web site. See Aon's and WTW's respective Annual Reports on Form 10-K for the year ended December 31, 2020 and their respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021 for a further discussion of these and other risks and uncertainties applicable to Aon and WTW and their respective businesses. View original content to download multimedia:http://www.prnewswire.com/news-releases/aon-to-combine-with-willis-towers-watson-to-accelerate-innovation-on-behalf-of-clients-301019648.html, - Aligns Aon United and Willis Towers Watson growth strategies to accelerate innovation from both organizations to benefit clients, Aon to Combine with Willis Towers Watson To Accelerate Innovation on Behalf of Clients, Human Resources Business Process Outsourcing, http://www.prnewswire.com/news-releases/aon-to-combine-with-willis-towers-watson-to-accelerate-innovation-on-behalf-of-clients-301019648.html, Approximately 73% from the consolidation of business and central support functions, including leveraging the capabilities of the Aon Business Services operational platform across the combined group; and, Approximately 27% from the consolidation of infrastructure related to technology, real estate and third-party contracts. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. On the same day the Aon-Willis merger was terminated (July 26), Aon announced that CEO Case and CFO Case had extended their employment agreements until 2026. Information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of shareholders, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement. Our respect for Willis Towers Watson and the team members we've come to know through this process has only grown. Other unknown or unpredictable factors could also cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Safe Harbor StatementThis communication contains certain statements that are forward-looking, as that term is defined in the Private Securities Litigation Reform Act of 1995. Form 10-K (annual report [section 13 and 15(d), not s-k item 405]) filed with the SEC Aon Stock Looks Better Now That It Is Out From Under the WLTW Merger All subsequent written and oral forward-looking statements attributable to Aon UK, Aon Ireland, Willis Towers Watson and/or any person acting on behalf of any of them are expressly qualified in their entirety by the foregoing paragraphs, and the information contained on any websites referenced in this communication is not incorporated by reference into this communication. The proposed combination was first announced on March 9, 2020. Forward-looking statements can often, but not always, be identified by the use of words such as "plans," "expects," "is subject to," "budget," "scheduled," "estimates," "forecasts," "looking forward," "potential," "probably," "continue," "intends," "anticipates," "believes," or variations of such words, and statements that certain actions, events or results "may," "could," "should," "would," "might" or "will" be taken, occur or be achieved. Forward-looking statements can often, but not always, be identified by the use of words such as "plans," "expects," "is subject to," "budget," "scheduled," "estimates," "forecasts," "looking forward," "potential," "probably," "continue," "intends," "anticipates," "believes," or variations of such words, and statements that certain actions, events or results "may," "could," "should," "would," "might" or "will" be taken, occur or be achieved. We are confident they have a bright future at Gallagher.". Originally the end-date had been May 27th 2021, but this will now push-back to an as yet unannounced date, with the ACCC saying it will announce a proposed decision date in due course. Forward-looking statements should therefore be construed in the light of such factors. Our 50,000 colleagues in 120 countries empower results for clients by using proprietary data and analytics to deliver insights that reduce volatility and improve performance. Willis Towers Watson's financial advisor in respect of the Proposed Combination is Goldman Sachs & Co. LLC and its legal advisors are Weil, Gotshal & Manges LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Matheson. Aon and Willis Towers Watson, the second and third biggest firms in the global insurance brokerage business, are part of the "Big Three" alongside leading player Marsh & McLennan Cos., the DOJ alleged in its June 16 antitrust complaint. The combined firm is committed to maintaining long-term financial goals of mid-single digit or greater organic revenue growth and double-digit free cash flow growth; and is expected to maintain Aon's current credit rating. The. The combined company, to be named Aon, will be a premier, technology-enabled global professional services firm focused on the areas of risk, retirement and health, the firms say. Neither Aon nor WTW is under, and each expressly disclaims, any obligation to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise. Aon reserves the right within the next 12 months to set aside this announcement where so permitted under Rule 2.8 (including Rule 2.8 (c) (ii)). Aon plc(NYSE:AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. The following factors, among others, could cause actual results to differ from those set forth in or anticipated by the forward-looking statements: changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies; general economic and political conditions in different countries in which Aon and/or WTW does business around the world, including the UK's withdrawal from the European Union; changes in the competitive environment or damage to Aon's and/or WTW's reputation; fluctuations in exchange and interest rates that could influence revenue and expenses; changes in global equity and fixed income markets that could affect the return on invested assets; changes in the funding status of Aon's and/or WTW's various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; the level of Aon's and/or WTW's debt limiting financial flexibility or increasing borrowing costs; rating agency actions that could affect Aon's and/or WTW's ability to borrow funds; volatility in Aon's and/or WTW's tax rate due to a variety of different factors, including U.S. tax reform; changes in estimates or assumptions on Aon's and/or WTW's financial statements; limits on Aon's and/or WTW's subsidiaries to make dividend and other payments to Aon and/or WTW, as applicable; the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims against Aon and/or WTW; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon and/or WTW operates, particularly given the global scope of Aon's and/or WTW's businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon and/or WTW does business; the impact of any investigations brought by regulatory authorities in the U.S., Ireland, the UK and other countries; the impact of any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws and with U.S. and non-U.S. trade sanctions regimes; failure to protect intellectual property rights or allegations that Aon and/or WTW infringes on the intellectual property rights of others; the effects of Irish law on Aon's and WTW's operating flexibility and the enforcement of judgments against Aon and/or WTW; the failure to retain and attract qualified personnel, whether as a result of the Combination, divestitures made in connection with the Combination or otherwise; international risks associated with Aon's and/or WTW's global operations; the effects of natural or man-made disasters, including the effects of COVID-19 and other health pandemics; the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data; Aon's and/or WTW's ability to develop and implement new technology; the damage to Aon's and/or WTW's reputation among clients, markets or third parties; the actions taken by third parties that perform aspects of Aon's and/or WTW's business operations and client services;the extent to which Aon and/or WTW manages certain risks created in connection with the services, including fiduciary and investments, consulting, and other advisory services, among others, that Aon and/or WTW currently provides, or will provide in the future, to clients; Aon's and/or WTW's ability to continue, and the costs and risks associated with, growing, developing and integrating companies that it acquires or new lines of business; changes in commercial property and casualty markets, commercial premium rates or methods of compensation; changes in the health care system or Aon's and/or WTW's relationships with insurance carriers; Aon's and/or WTW's ability to implement initiatives intended to yield, and the ability to achieve, cost savings; Aon's and/or WTW's ability to realize the expected benefits from its restructuring plan; the possibility that the Combination, or divestitures made in connection with the Combination, will not be consummated in the expected timeframe, or at all; failure to obtain necessary regulatory approvals for the Combination or divestitures or to comply with the requirements related to such approvals, or to satisfy any of the other conditions to the Combination or divestitures made in connection with the Combination; potential litigation associated with the proposed Combination, including by regulators; adverse effects on the market price of Aon's and/or WTW's securities and/or operating results for any reason, including, without limitation, because of a failure to consummate the Combination or the divestitures made in connection with the Combination; the failure to realize the expected benefits of the Combination (including anticipated revenue and growth synergies) in the expected timeframe, or at all; the failure to effectively integrate the combined businesses following the Combination; significant transaction and integration costs or difficulties in connection with the Combination, or divestitures made in connection with the Combination, and or unknown or inestimable liabilities; the potential impact of the consummation of the Combination and divestures made in connection with the Combination on relationships, including with suppliers, customers, employees and regulators; and general economic, business and political conditions (including any epidemic, pandemic or disease outbreak, including COVID-19) that affect the combined company following the consummation of the Combination.