Arthur J. Gallagher & Co. announces common share offering of 9,000,000 shares

ROLLING MEADOWS, Ill., May 12, 2021 / PRNewswire / – Arthur J. Gallagher & Co. (NYSE: AJG) (“Gallagher”) today announced a subscribed public offering of 9,000,000 shares of its common stock. Morgan Stanley acts as the sole manager of the offering accounting. Gallagher also intends to grant the Underwriters a 30-day option to purchase an additional 1,350,000 common shares of Gallagher.

Gallagher intends to use the net proceeds of the offering to fund a portion of its previously announced acquisition of certain Willis Towers Watson plc’s reinsurance, specialty brokerage and retail operations (the “WTW Transaction”), which is part of a proposed regulatory remedy for Aon plc and Willis Towers Watson combination plc.

The offer is not conditional on the closing of the WTW transaction and there can be no assurance that the WTW transaction will be completed.

The public offering is being made in accordance with a valid registration statement on Form S-3 dated March 8, 2021 which has been filed with the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement relating to the Offer will be filed with the SEC and will be available on the SEC’s website at Copies of the prospectus supplement and base prospectus relating to these securities may be obtained from Morgan Stanley & Co. LLC, by mail at 180 Varick Street, 2nd Floor, New York, NY 10014, for the attention of the Prospectus department.

The information contained in the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and is subject to change. This press release is neither an offer to sell nor a solicitation of an offer to buy the Common Shares or any other security of Gallagher, nor any sale of the Common Shares in any jurisdiction in which such an offer, solicitation or the sale would be illegal prior to registration or eligibility under the securities laws of such jurisdiction.

About Arthur J. Gallagher & Co.

Arthur J. Gallagher & Co. is a global insurance brokerage, risk management and advisory services company headquartered in Rolling Meadows, Illinois. Gallagher is present in 56 countries and provides customer service capabilities in more than 150 countries around the world through a network of brokers and corresponding consultants.

Information Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to expectations or forecasts of future events and use words such as “anticipate”, “believe”, ” estimate ”,“ expect ”,“ contemplate ”,“ foresee ”,“ plan ”,“ intend ”,“ plan ”,“ potential ”and other similar terms, as well as verbs in the future or in the conditional like “could”, “may” “could,” “see”, “should”, “will” and “would”. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Examples of forward-looking statements regarding the subscribed public offering of ordinary shares and the proposed WTW transaction described in this press release include, but are not limited to, the successful launch, price and closing of the public offering. common stock, required by regulation approvals, statements regarding the expected benefits of the proposed WTW transaction, the expected timing of the proposed WTW transaction, use of the proceeds of the subscribed public offering of common shares and the planned financing of the proposed WTW transaction.

Readers are cautioned not to rely on any forward-looking statements, which are not statements of historical fact, nor guarantees or assurances of future performance. Significant factors that could cause actual results to differ materially from forward-looking statements include (a) risks relating to the integration of the businesses, businesses and assets acquired into Gallagher; (b) the possibility that the proposed WTW transaction will not be completed as planned or not at all because the required regulatory approvals are not received or other conditions at closing are not met on a timely basis or at all; (c) the risk that the funding required to finance the proposed WTW operation will not be secured on the terms provided or at all; (d) potential adverse reactions or changes in business or employee relationships, including those resulting from the announcement or completion of the proposed WTW Transaction; (e) the possibility that the expected benefits of the proposed WTW operation, including expected cost savings and synergies, will not be realized when expected or not at all, including due to impact or issues arising from the integration of operations into Gallagher; (f) the possibility that our estimates of the loss of income in acquired trades due to the breakdown due to the departure of key brokers and other employees and the loss of clients are incorrect and that the actual loss of income is more high than expected; (g) the increased legal and regulatory complexity of entering additional geographic markets, including the risks associated with labor and employment law frameworks in certain countries where Gallagher is not currently active; (h) the conditions imposed to obtain the required regulatory approvals; (i) uncertainties over the global economy and equity and credit markets and their potential impact on Gallagher’s ability to fund the proposed WTW transaction on acceptable terms, at favorable prices, on time, or not at all; (j) the possibility that the proposed WTW transaction will be more costly to complete than expected, including due to unforeseen factors or events; (k) distraction of management’s attention from ongoing business operations and opportunities; (l) failure to retain certain key employees of the Acquired Business or Gallagher; (m) the risks associated with increased leverage from the proposed WTW transaction; (n) competitive responses to the proposed WTW transaction; (o) uncertainties as to the timing of the proposed WTW transaction and the ability of each party to complete the proposed WTW transaction; (p) that financial information subsequently presented for the acquiree in our subsequent public filings may differ from that presented here and (q) additional factors discussed in the section entitled “Information Regarding Forward-Looking Statements” of Gallagher’s Quarterly Report on Form 10 -Q for the quarterly period ended March 31, 2021 and “Risk Factors” in Gallagher’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The COVID-19 pandemic is currently on the rise. The extent and could continue to amplify, the risks, uncertainties and assumptions, reflected in these forward-looking statements and risk factors.

Any forward-looking statement made by Gallagher in this press release speaks only as of the date on which it is made. Unless required by applicable law, Gallagher does not undertake to update the information contained in this document.

Investors: Ray Iardella

Media: Kelli Murray

VP – Investor Relations

Director of Global Public Relations

(630) 285-3661 / [email protected]

(630) 277-0347 / [email protected]

SOURCE Arthur J. Gallagher & Co.

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