Hewitt investors sue over $4.9 billion Aon buyout

Hewitt Associates Inc., the human resources consulting firm, was sued in an Illinois state court by investors claiming its $4.9 billion acquisition by the Chicago insurance brokerage Aon Corp. is "inadequate."

Aon, the world's largest broker, said it would buy Hewitt on July 12, for $50 per share, comprised of $25.61 in cash and 63 percent of an Aon share, a 41 percent premium over Hewitt's July 9 closing price of $35.40.

Separate complaints were filed in the city's Cook County Circuit Court today by an electrical workers union pension fund and by an individual investor, objecting to the offer that Aon said was agreed upon by Hewitt's board.

"The proposed transaction is a result of a flawed process and a grossly inadequate offer price," according to both filings.

Also named as defendants are Hewitt chairman Russell P. Fraidin and nine directors. All are accused of breaching their fiduciary duties to Hewitt stockholders.

Aon, too, is named as a defendant in both cases. "We are aware of them and we have no comment," company spokesman David Prosperi said by e-mail.

The plaintiffs seek class action, or group, status on behalf of all Hewitt shareholders other than the defendants, plus a court order blocking the transaction and declaring it "unfair."

"These types of lawsuits are not unexpected in response to a transaction of this size," Hewitt spokeswoman Maurissa Kanter said in an e-mailed statement. "We are confident that the board acted appropriately and in the best interests of Hewitt's stockholders."

The firm is based in the Chicago suburb of Lincolnshire, Illinois.