Leucadia National Corporation and Jefferies Group, Inc. Merger to Be Effective March 1, 2013
Leucadia National Corporation (NYSE: LUK) and Jefferies Group, Inc.
(NYSE: JEF) today announced that the stockholders of Jefferies Group,
Inc. and the shareholders of Leucadia National Corporation
overwhelmingly approved the merger between the two companies pursuant to
which Jefferies’ stockholders will receive 0.81 of a share of Leucadia
common stock for each share of Jefferies common stock they held and that
the merger will be consummated effective March 1, 2013. In connection
with the merger, Jefferies is also converting to a limited liability
company, Jefferies Group LLC, which will be a subsidiary of Leucadia and
will continue to be an SEC reporting company, regularly filing annual,
quarterly, and periodic financial reports.
Richard Handler, in addition to continuing in his role as Chief
Executive Officer and Chairman of Jefferies, will become the Chief
Executive Officer of Leucadia and one of its Directors. Brian Friedman,
in addition to continuing in his role as Chairman of the Executive
Committee of Jefferies, will become Leucadia’s President and one of its
Directors. Joseph Steinberg, in addition to continuing to work full-time
as an executive of Leucadia, will become Chairman of the Board of
Leucadia. Ian Cumming will retire as Chairman of the Board and Chief
Executive Officer of Leucadia but will continue in his role as a
director of Leucadia.
Leucadia will continue its 35-year track record of acquiring and owning
businesses and investments and will be able to additionally leverage the
knowledge base, opportunity flow and execution capabilities of the
combined company. Jefferies will continue to operate in a manner
consistent with its historical business model and remain a
client-focused, conservatively capitalized, and full-service global
investment banking firm.
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 and medical product development.
The Company also owns significant equity interests in various operating
businesses that are not consolidated subsidiaries including a commercial
mortgage origination and servicing business, automobile dealerships and
real estate activities.
About Jefferies
Jefferies Group, Inc. is the 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.
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. 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.
