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AJG > SEC Filings for AJG > Form 8-K on 6-Sep-2013All Recent SEC Filings

Show all filings for GALLAGHER ARTHUR J & CO



Entry into a Material Definitive Agreement, Financial Statements and Exhi

Item 1.01. Entry into a Material Definitive Agreement.

On September 4, 2013, Arthur J. Gallagher & Co., through its subsidiary, Friary Intermediate Limited (together, "Gallagher"), entered into a Share Purchase Agreement (the "Agreement") with DMWSL 586 Limited (the "Seller"). Under the Agreement, Gallagher agreed to purchase all of the outstanding ordinary shares of DMWSL 587 Limited for net cash consideration of approximately 233 million (the "Acquisition"). DMWSL 587 Limited and its subsidiaries constitute the Giles Insurance Broking Group ("Giles"). The transaction is subject to regulatory approval. Giles is the fifth largest independent retail insurance broker in the United Kingdom with over 1,100 employees operating out of 43 offices in England, Scotland, Wales, Northern Ireland, Isle of Man and the Channel Islands.

The Agreement, supplemented by a separately entered into warranty deed, includes customary warranties and/or covenants with respect to matters such as operation of the acquired business, regulatory compliance, litigation and taxes. Approximately 3 million of the total consideration will be held back and placed in escrow as partial security for the warranty obligations. The liability of the Seller and certain members of senior management under the Agreement is limited to the amount of the escrow. Additionally, Gallagher has purchased an insurance policy to cover the general and tax warranties. Under the Agreement, Arthur J. Gallagher & Co. guaranteed the obligations of Friary Intermediate Limited in respect of efforts to obtain regulatory approval and payment of the consideration at completion.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached to this report as Exhibit 2.1 and incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

2.1 Share Purchase Agreement, dated September 4, 2013, between Gallagher, Giles and the Seller.

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