Leucadia National Corporation and Jefferies Group, Inc. Merger to Be Effective March 1, 2013

  Leucadia National Corporation and Jefferies Group, Inc. Merger to Be
  Effective March 1, 2013

Business Wire

NEW YORK -- February 28, 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.

Contact:

Leucadia National Corporation
Investor Relations
212-460-1900
or
Jefferies Group, Inc.
Peregrine C. Broadbent
Chief Financial Officer
212-284-2338
 
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