Leucadia National Corporation and Jefferies Group, Inc. to Merge

  Leucadia National Corporation and Jefferies Group, Inc. to Merge

Strategic Combination, With Over $9 Billion In Shareholders’ Equity, Supports
                           Long-Term Value Creation

  *Leucadia, with its 35-year track record as one of the world’s leading
    long-term investors, will continue to acquire and own businesses and
    investments that will leverage the knowledge base, opportunity flow and
    execution capabilities of both the Leucadia and Jefferies management teams
    and operating businesses. Leucadia’s existing businesses and investments
    have strong inherent value-creation potential.
  *Jefferies will continue its over 50-year focus in investment banking and
    the capital markets, and continue to maintain a highly liquid,
    client-focused balance sheet. Jefferies has grown rapidly over the past
    two decades and is well-positioned to continue this growth with Leucadia’s
    support. As a subsidiary of Leucadia, Jefferies will have greater balance
    sheet resilience and flexibility to guard against, and take advantage of,
    market dislocations and opportunities. Jefferies currently pays
    substantial Federal income taxes and thus its expected ongoing pre-tax
    earnings will materially accelerate utilization of Leucadia’s net
    operating losses, creating incremental value for all shareholders.
  *Combined company will be well-positioned to capitalize on Leucadia’s
    investment expertise and Jefferies’ investment banking and capital markets
    platform, including opportunities for enhanced growth, diversification and
    profitability that are expected to result from the combined management
    structure and increased business interaction.

Business Wire

NEW YORK -- November 12, 2012

Leucadia National Corporation (NYSE: LUK) and Jefferies Group, Inc. (NYSE:
JEF) today announced that the Boards of Directors of both companies have
approved a definitive merger agreement under which Jefferies’ shareholders
(other than Leucadia, which currently owns approximately 28.6% of the
Jefferies outstanding shares) will receive 0.81 of a share of Leucadia common
stock for each share of Jefferies common stock they hold. This exchange is
intended to be tax-free to Jefferies’ shareholders. The merger, which is
expected to close during the first quarter of 2013, is subject to customary
closing conditions, including approval to effect the merger by both Leucadia
and Jefferies shareholders. In order to avert the possibility that the
transaction would result in the application of tax law limitations to the use
of certain of Leucadia’s tax attributes, the merger agreement limits the
amount of Leucadia shares that can be issued to certain persons that would
otherwise become holders of 5% of the combined Leucadia’s common shares by
reason of the merger.

Concurrently with the execution of the merger agreement, Leucadia, Richard
Handler, Chief Executive Officer and Chairman of Jefferies, and Brian
Friedman, Chairman of the Executive Committee of Jefferies and one of its
Directors, have each agreed pursuant to separate voting agreements, among
other things, to vote their respective shares in favor of the transaction; and
Ian Cumming, Leucadia’s Chief Executive Officer and Chairman, and Joseph
Steinberg, Leucadia’s President and one of its Directors, have each agreed
pursuant to separate voting agreements, among other things, to vote their
respective shares in favor of the transaction. These voting agreements
represent approximately 18.3% and 31.5% of the outstanding shares of Leucadia
and Jefferies, respectively.

Upon the closing of the merger, Mr. Handler will become the Chief Executive
Officer of Leucadia, as well as one of its Directors, and also remain
Jefferies’ Chief Executive Officer and Chairman; Mr. Friedman will become
Leucadia’s President and one of its Directors, and also remain Chairman of the
Executive Committee of Jefferies; and Mr. Steinberg will become Chairman of
the Board of Leucadia and will continue to work full time as an executive of
Leucadia. Mr. Cumming will retire as Chairman of the Board and Chief Executive
Officer of Leucadia upon the closing of the transaction and remain a Leucadia
Director. The other Leucadia officers will continue in their present
positions. In addition, upon the closing of the transaction, the four
independent members of the Board of Directors of Jefferies also will join the
Leucadia Board of Directors; the size of the Leucadia Board of Directors will
be increased to fourteen.

Leucadia will continue to operate in its current form, except that the merger
agreement contemplates that Leucadia’s Crimson Wine Group, with a book value
of $197 million, will be spun out in a distribution that is intended to be
tax-free to current Leucadia shareholders prior to the completion of the

Jefferies, which will be the largest business of Leucadia, will continue to
operate as a full-service global investment banking firm in its current form.
Jefferies will retain a credit rating that is separate from Leucadia’s.
Jefferies’ existing long-term debt will remain outstanding and Jefferies
intends to remain an SEC reporting company, regularly filing annual,
quarterly, and periodic financial reports.

Following the transaction, 35.3% of Leucadia’s common stock will be owned by
Jefferies’ shareholders (excluding the Jefferies shares owned today by
Leucadia and including Jefferies vested restricted stock units). Leucadia’s
Board of Directors has approved a new share repurchase program authorizing the
repurchase from time to time of up to an aggregate of 25 million Leucadia
common shares, inclusive of prior authorizations. Leucadia’s Board also has
indicated its intention to continue to pay dividends at the annual rate of
$0.25 per common share, but on a quarterly basis following the merger.

Mr. Cumming observed: “Joe and I have been partners for 34 years. He will be
Chairman of the Board of the combined enterprise. His role as Chairman of the
Board, along with other Leucadia and Jefferies Directors, will ensure
continuity and propel our continued success. Rich and Brian managing the
company will bring to fruition the abundant and profitable opportunities that
will be realized by this merger. My relationship with Rich and Brian, both as
advisors and, more recently, as business partners and Jefferies Directors,
showed me they can manage Leucadia profitably long into the future. Their
ability to manage and grow Jefferies through the elongated financial bubble,
successfully navigate the crises that followed where others could not, and
protect the firm from the attacks based on false information exactly one year
ago with deftness and grace, should comfort all!”

Mr. Steinberg stated: “I am absolutely thrilled that Rich and Brian will be
joining me as we move forward with our combined company. Ian and I have
enjoyed working together for 34 years. He invited me into Leucadia and to be
his partner. I am forever grateful for that opportunity. Our partnership
produced great returns for shareholders and we have had a lot of fun. I expect
that Rich and Brian will continue on the same track and intend to help in
every way.”

Mr. Handler stated: “Having known Joe and Ian for over two decades, this
transaction representsthe realization of a personal dream for me. Brian and I
look forward to leading Leucadia, while continuing to serve as the hands-on
management of Jefferies, which will become Leucadia's largest operating
company. This merger will allow us to continue to create long-term value for
all of our clients, shareholders, employee-partners and bondholders. I am
honoredwith the trust and confidenceIan and Joe are demonstrating by
allowing us to carry on their life's work.”

Mr. Friedman said: “This merger will allow us to operate from a position of
even greater strength, take advantage of opportunities that arise in and
around the business of Jefferies, and continue Leucadia’s longstanding
practice of smart value acquisitions and investments. Our substantial combined
equity base, ample liquidity and long-term focus will all support meaningful
long-term value creation for Leucadia and Jefferies’ shareholders. We also
view with great enthusiasm the opportunity to work with Leucadia management,
who have been instrumental in helping Ian and Joe achieve Leucadia’s
exceptional track record, as well as the management teams of each of the
companies in which Leucadia is invested.”

Jefferies & Company, Inc. acted as financial advisors to Jefferies. Citigroup
Global Markets Inc. acted as financial advisors and provided a fairness
opinion to the Transaction Committee of the Jefferies Board of Directors
(“Transaction Committee”), and J.P. Morgan acted as financial advisors to
Jefferies. Morgan, Lewis & Bockius acted as legal advisors to Jefferies, and
Wachtell, Lipton, Rosen & Katz acted as legal advisors to the Transaction
Committee. Rothschild acted as financial advisors to Leucadia, and UBS
Investment Bank acted as financial advisors and provided a fairness opinion to
the Leucadia Board of Directors. Weil Gotshal & Manges acted as legal advisors
to Leucadia, and Proskauer Rose LLP acted as legal advisors to the Leucadia
Board of Directors.

Conference Call

A conference call is scheduled for November 12, 2012, at 9:00 a.m. to discuss
the transaction. Investors and securities industry professionals may access
the management discussion by calling (877) 710-9938 or (702) 928-7183. A
one-week replay of the call will also be available at (855) 859-2056 or (404)
537-3406 (conference ID #70517742). Presentation slides will be used during
this call and can be accessed at the Leucadia website (www.leucadia.com) and
Jefferies website (www.jefferies.com).

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

Leucadia National Corporation (Leucadia) plans to file with the SEC a
Registration Statement on Form S-4 in connection with the proposed
transaction, and Leucadia and Jefferies Group, Inc. (Jefferies) plan to file
with the SEC and mail to their respective shareholders a Joint
Proxy/Prospectus in connection with the proposed transaction. THE REGISTRATION
and security holders will be able to obtain free copies of the Registration
Statement and the Joint Proxy/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 will be able to
obtain free copies of the Registration Statement and the Joint
Proxy/Prospectus by phone, e-mail or written request by contacting the
investor relations department of Jefferies or Leucadia at the following:

                    520 Madison Avenue, New York, NY 10022
                           Attn: Investor Relations

              315 Park Avenue South Address, New York, NY 10010
                           Attn: Investor Relations

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’ proxy statement dated March 28, 2012, which is filed
with the SEC. A more complete description will be available in the
Registration Statement and the Joint Proxy/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

For further information, please contact:

Photos/Multimedia Gallery Available:



Jefferies Group, Inc.
Peregrine Broadbent, Chief Financial Officer
Leucadia National Corporation
Laura Ulbrandt, AVP and Corporate Secretary
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