Leucadia National Corporation and Jefferies Group, Inc. Announce Record Dates and Meeting Dates for Special Meetings of Shareholders to Vote on the Proposed Merger of the Companies
Leucadia National Corporation (NYSE: LUK) and Jefferies Group, Inc.
(NYSE: JEF) today announced that both companies will hold their
respective special meetings of shareholders on February 28, 2013 to vote
on the proposals pertaining to the previously announced merger of the
companies and related matters. Holders of shares of Leucadia and holders
of shares of Jefferies on Monday, January 28, 2013, will be entitled to
vote at their respective special meeting on such proposals.
The special meeting for Leucadia will be held on Thursday, February 28,
2013, at 9:00am eastern time at the offices of Weil, Gotshal & Manges
LLP at 767 Fifth Avenue, New York, New York.
The special meeting for Jefferies will be held on Thursday, February 28,
2013, at 11:00am eastern time at the offices of Weil, Gotshal & Manges
LLP at 767 Fifth Avenue, New York, New York.
About Jefferies
Jefferies Group, Inc. (NYSE: JEF) is a global investment banking firm
focused on serving clients for over 50 years. The firm is a leader in
providing insight, expertise and execution to investors, companies and
governments, and provides a full range of investment banking, sales,
trading, research and strategy across the spectrum of equities, fixed
income and commodities, in the U.S., Europe and Asia.
About Leucadia
Leucadia National Corporation (NYSE: LUK) is a diversified holding
company engaged through its consolidated subsidiaries in a variety of
businesses, including beef processing, manufacturing, gaming
entertainment, real estate activities, medical product development and
winery operations. Leucadia also has a significant equity interest in
Jefferies Group, Inc., and owns equity interests in operating businesses
including a commercial mortgage origination and servicing business.
Important Information for Investors and Shareholders
In connection with the proposed merger between Leucadia and Jefferies,
Leucadia filed with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 that includes a joint proxy statement
of Leucadia and Jefferies and that also constitutes a prospectus of
Leucadia. The registration statement was declared effective by the SEC
on January 28, 2013. Leucadia and Jefferies will first mail the joint
proxy statement/prospectus to their respective shareholders and
stockholders on or about January 30, 2013. Leucadia and Jefferies may
also file other documents with the SEC regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF LEUCDIA AND JEFFERIES ARE
URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders may obtain free copies of the
registration statement and the joint proxy statement /prospectus and
other documents filed with the SEC by Leucadia and Jefferies through the
web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the registration statement and the joint proxy statement/prospectus and
other documents filed with the SEC by Leucadia and Jefferies by phone,
e-mail or written request by contacting the investor relations
department of Jefferies or Leucadia at the following:
Jefferies
520 Madison Avenue, New York, NY 10022
Attn:
Investor Relations
203-708-5975
info@jefferies.com
Leucadia
315 Park Avenue South Address, New York, NY 10010
Attn:
Investor Relations
212-460-1900
Participants in the Solicitation
Leucadia and Jefferies, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies in respect of the proposed transactions contemplated by the
merger agreement. Information regarding Leucadia’s directors and
executive officers is contained in Leucadia’s proxy statement dated
April 13, 2012, which has been filed with the SEC. Information regarding
Jefferies’ directors and executive officers is contained in Jefferies’
annual report on Form 10-K filed with the SEC on January 29, 2013. A
more complete description is available in the registration statement and
the joint proxy statement/prospectus.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward looking statements” within the
meaning of the safe harbor provisions of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward looking statements include statements about Jefferies’ and
Leucadia’s future and statements that are not historical facts. These
forward looking statements are usually preceded by the words “expect,”
“intend,” “may,” “will,” or similar expressions. All information and
estimates relating to the merger of Leucadia and Jefferies and the
combination of those businesses constitute forward looking statements.
Forward looking statements may contain expectations regarding
post-merger activities and financial strength, operations, synergies,
and other results, and may include statements of future performance,
plans, and objectives. Forward looking statements also include
statements pertaining to Leucadia and Jefferies strategies for future
development of our businesses, the payment by Leucadia of quarterly
dividends, the spin off of Leucadia’s Crimson Wine Group, and Leucadia’s
ability to utilize certain of its tax attributes. Forward looking
statements represent only Leucadia’s and Jefferies’ beliefs regarding
future events, many of which by their nature are inherently uncertain or
subject to change. It is possible that the actual results may differ,
possibly materially, from the anticipated results indicated in these
forward-looking statements. Information regarding important factors that
could cause actual results to differ, perhaps materially, from those in
Leucadia’s and Jefferies’ forward looking statements is contained in
reports that are filed and will be filed with the SEC. You should read
and interpret any forward looking statement together with such reports.