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FOR IMMEDIATE DISTRIBUTION NEW YORK, April 21, 2008 -- Jefferies Group, Inc. (NYSE: JEF) today announced that it has agreed to sell 26,585,310 shares of Jefferies common stock to Leucadia National Corporation (NYSE: LUK). Leucadia has agreed that, without the approval of the Jefferies Board of Directors, for two years Leucadia will not sell any of the Jefferies shares, which represent a 13.7% equity interest in Jefferies on a fully-diluted basis, nor acquire in excess of 30% of Jefferies’ outstanding shares. Pro forma for this share sale, Jefferies' shareholders equity at March 31, 2008 would have been higher by $433.6 million and would have increased to approximately $2.16 billion. Messrs. Ian M. Cumming and Joseph S. Steinberg, Chairman and President, respectively, of Leucadia, will be appointed to fill two newly created vacancies on the Jefferies Board of Directors as designees of Leucadia. These appointments have been approved effective upon close of the agreement, which is scheduled for later today. Jefferies has agreed to purchase 10 million of Leucadia’s common shares in exchange for the 26,585,310 Jefferies shares and $100,021,353 in cash. Leucadia will register these shares promptly for discretionary resale by Jefferies from time to time. “We are pleased to welcome Leucadia as a significant shareholder of Jefferies,” commented Richard B. Handler, Chairman and Chief Executive Officer of Jefferies. “Although our balance sheet and liquidity are solid, in light of the general environment and recent events, we believe it is prudent to strengthen further our foundation as we look to take advantage of the many opportunities we see in the current market environment. We could not ask for better long-term partners than Joe and Ian," he added. Leucadia National Corporation is a diversified holding company engaged in a variety of businesses, including manufacturing, telecommunications, property management and services, gaming entertainment, real estate activities, medical product development and winery operations. Leucadia also owns equity interests in operating businesses and investment partnerships which are accounted for under the equity method of accounting, including a broker-dealer engaged in making markets and trading of high yield and special situation securities, land based contract oil and gas drilling, real estate activities and development of a copper mine in Spain. Leucadia concentrates on return on investment and cash flow to maximize long-term shareholder value. Additionally, Leucadia continuously evaluates the retention and disposition of its existing operations and investigates possible acquisitions of new businesses. In identifying possible acquisitions, Leucadia tends to seek assets and companies that are out of favor or troubled and, as a result, are selling substantially below the values Leucadia believes to be present. Conference Call A conference call with management discussion of this transaction will be held on April 21, 2008 at 11:00 AM Eastern and can be accessed at (706) 634-9290. A replay of the call will be available two hours post-call at (402) 977-9140 (code: 21379617). A live audio webcast and delayed replay will also be available under “Investor Relations” at www.jefferies.com. Questions for consideration by management can be submitted in advance through “Contact Us” at www.jefferies.com or by calling 203-708-5975 by 10:00 AM Eastern on April 21, 2008. About Jefferies Jefferies, a global investment bank and institutional securities firm, has served growing and mid-sized companies and their investors for 45 years. Headquartered in New York, with more than 25 offices around the world, Jefferies provides clients with capital markets and financial advisory services, institutional brokerage, securities research and asset management. The firm is a leading provider of trade execution in equity, high yield, convertible and international securities for institutional investors and high net worth individuals. Jefferies & Company, Inc. is the principal operating subsidiary of Jefferies Group, Inc. (NYSE: JEF; www.jefferies.com). For further information, please contact: Tom Tarrant Jefferies & Company, Inc. 203 708 5989 ttarrant@Jefferies.com |
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