Leucadia National Corporation Declares Spin-off Dividend of Crimson Wine
NEW YORK -- February 1, 2013
The Board of Directors of Leucadia National Corporation (NYSE: LUK)
(“Leucadia”) today declared a pro rata dividend of all of the shares of common
stock of its wholly-owned subsidiary, Crimson Wine Group, Ltd. (“Crimson”),
which holds all of Leucadia’s wine operations. The dividend will result in the
separation of the two companies, as required by the merger agreement between
Leucadia and Jefferies Group, Inc.
On the distribution date, which is expected to be February 25, 2013, Leucadia
shareholders of record as of 5 p.m. EST on February 11, 2013, the record date
for the distribution, will receive one share of Crimson common stock for every
10 Leucadia common shares they hold, with cash in lieu of fractional shares to
be distributed thereafter.
No action or payment is required by Leucadia shareholders to receive the
shares of Crimson common stock. For Leucadia shareholders who own Leucadia
common shares in certificated form as of the close of business on the record
date, the distribution agent will mail to such shareholders a share
certificate representing shares of Crimson common stock that such shareholders
are entitled to receive in the distribution. For Leucadia shareholders who
hold Leucadia common shares as of the close of business on the record date in
a brokerage account, the Crimson common stock will be distributed in
book-entry form, and the broker will be responsible for recording the
distribution of the appropriate number of shares of Crimson common stock into
such shareholder’s brokerage account. An Information Statement containing
details regarding the distribution of the Crimson common stock and Crimson’s
business and management following the spin-off will be mailed to Leucadia
shareholders prior to the distribution date.
The Crimson spin-off has been structured to qualify as a tax-free distribution
to Leucadia shareholders for U.S. federal income tax purposes. Leucadia
shareholders are urged to consult with their tax advisors with respect to the
U.S. federal, state, local and foreign tax consequences of the Crimson
Leucadia common shares that trade on the “regular-way” market will trade with
an entitlement to Crimson common stock distributed pursuant to the spin-off.
Therefore, any holders of Leucadia common shares that sell those shares in the
“regular-way” market up to and including through the distribution date, will
also be selling the right to receive Crimson common stock in the spin-off. In
addition, it is expected that an “ex-distribution” trading market for Leucadia
common shares (Symbol “LUK WI”) will commence on or prior to the record date.
Leucadia common shares traded in the “regular-way” market will be quoted
“ex-distribution” on February 26, 2013, which is the first business day after
the distribution date. Leucadia common shares that trade on the
“ex-distribution” market will trade without an entitlement to Crimson common
stock distributed pursuant to the spin-off. Investors are encouraged to
consult with their financial advisers regarding the specific implications of
buying or selling Leucadia common shares on or before the distribution date.
Crimson common stock will not be listed on any securities exchange. Following
the distribution, it is expected that Crimson common stock will be quoted on
OTC Link. The CUSIP number for the Crimson common stock will be 22662X 100.
The completion of the spin-off, including the distribution of Crimson common
stock to Leucadia shareholders as of the close of business on the record date,
is subject to the satisfaction or waiver of certain conditions described in
the Information Statement included in the Form 10 filed with the Securities
and Exchange Commission, all of which Leucadia and Crimson anticipate will be
satisfied on or before the distribution date.
Leucadia, a New York corporation, is a diversified holding company engaged
through its consolidated subsidiaries, other than Crimson, in a variety of
businesses, including beef processing, manufacturing, gaming entertainment,
real estate activities and medical product development. 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.
Crimson, a Delaware corporation and wholly-owned subsidiary of Leucadia, will
become a public company upon its spin-off from Leucadia. Crimson produces and
sells premium, ultra-premium and luxury wines. Crimson is headquartered in
Napa, California and through its wholly-owned subsidiaries owns four wineries:
Pine Ridge Vineyards, Archery Summit, Chamisal Vineyards and Seghesio Family
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform Act
of 1995. These statements address the planned spin-off of Crimson from
Leucadia, which is dependent upon future events or developments, including
certain conditions to the spin-off. These matters are subject to risks and
uncertainties that could cause actual events (including the planned spin-off)
and results to differ materially from those projected, anticipated or implied.
These risks and uncertainties include uncertainties regarding the planned
spin-off of Crimson, including the timing and terms of such spin-off and
whether such spin-off will be completed as it is subject to a number of
conditions. In addition, Leucadia and Crimson are subject to additional risks
and uncertainties described in Crimson’s registration statement on Form10, as
amended, and Leucadia’s Form 10-K, Form 10-Q and Form 8-K reports (including
all amendments to those reports) and exhibits to those filings and reports.
Except to the extent required by applicable law, Leucadia and Crimson
undertake no obligation to update or revise any forward-looking statement.
Leucadia National Corporation
Laura Ulbrandt, 212-460-1900
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