DSW Inc. Acquires Interest in Town Shoes of Canada

              DSW Inc. Acquires Interest in Town Shoes of Canada

PR Newswire

COLUMBUS, Ohio and TORONTO, April 15, 2014

COLUMBUS, Ohio and TORONTO, April 15, 2014 /PRNewswire/ --DSW Inc. (NYSE:
DSW) and Town Shoes Limited ("Town Shoes" or "Town") announced today that they
have entered into a definitive agreement whereby DSW Inc. will purchase for
cash approximately 44% interest in Town Shoes, the largest footwear and
accessories retailer in Canada, for CAD $68 million (or approximately $62
million based on current exchange rates). The transaction has been approved by
each company's Board of Directors and is expected to close in May 2014,
subject to customary closing conditions.

Town Shoes is the market leader in branded footwear in Canada, with sales of
CAD $291 million in its fiscal year ending January, 2014. Town operates 182
locations across Canada primarily under The Shoe Company, Shoe Warehouse and
Town Shoes banners. The company is predominantly owned by Alberta Investment
Management Corporation("AIMCo") on behalf of certain of its clients, and
Callisto Capital ("Callisto"), a Canadian private equity firm.

DSW Inc. is purchasing its initial 44% stake from AIMCo and may acquire
additional shares from certain other minority shareholders as part of its
initial investment. Additionally, DSW Inc. will have the right to purchase the
balance of Town Shoes from the remaining shareholders, including Callisto
Capital, after four years at a pre-determined EBITDA multiple. Callisto, on
behalf of itself and the remaining shareholders, has the right to put the
balance of the company to DSW Inc. after three years at a pre-determined
EBITDA multiple. DSW Inc.'s initial stake provides 50% voting control and
board representation, both of which are equal to that of Callisto.

The transaction, which the company anticipates to record under the equity
method, is expected to be slightly accretive to earnings in 2014, excluding
one-time transaction expenses.

Mike MacDonald, President and CEO, DSW Inc. stated, "We're excited about our
new relationship with Town Shoes. We have looked at Canadian entry options for
some time and decided to acquire an existing operation with a long track
record of success and to use this operation as a base from which we can
establish the DSW brand in Canada."

"Our partnership provides us a unique opportunity to bring DSW into Canada
through Town Shoes' platform. We hope to share best practices in sourcing,
operations, inventory management, and omni-channel integration to our mutual
advantage," Mr. MacDonald added.

Bruce Dinan, President and CEO, Town Shoes stated, "Our combined retail
banners provide different avenues for serving unique customer lifestyles in
Canada, ranging from Town's full priced, specialty retail model to The Shoe
Company's and Shoe Warehouse's off price concepts. We are excited to partner
with a company that shares our mission to offer our shoe loving customers
compelling national brands at incredible value."

Lawrence Stevenson, Chairman of Town Shoes and Managing Director of Callisto
Capital said, "AIMCo was a great partner and together we were able to build
Canada's leading branded footwear retailer from coast to coast. We are
thrilled that DSW, who we consider to be the finest branded footwear retailer
in the world, will be joining us as our strategic partner as we roll out DSW
stores across the country."

Peter J. Solomon Company is serving as financial advisor to DSW Inc. in
connection with the transaction.

About DSW Inc.

DSW Inc. is a leading branded footwear and accessories retailer that offers a
wide selection of brand name and designer dress, casual and athletic footwear
and accessories for women, men and kids. As of April 15, 2014, DSW Inc.
operates 407 DSW stores in 42 states, the District of Columbia and Puerto
Rico, and operates an e-commerce site, http://www.dsw.com, and a mobile
website, http://m.dsw.com. DSW Inc. also supplies footwear to 357 leased
locations in the United States under the Affiliated Business Group. For store
locations and additional information about DSW, visit http://www.dswinc.com.

About Town Shoes Limited

Town Shoes Limited is the largest specialty retailer focused on branded
footwear products in Canada with 182 stores nationwide. Town Shoe stores are
located in leading shopping centers and cater to fashionable customers who
seek the latest styles from the world's leading footwear brands. Town Shoes
was founded over sixty years ago on May 15, 1952 by Leonard Simpson, who
opened the first Town Shoes stores in Sunnybrook Plaza, Canada's first
shopping center. Town is based in Toronto, Ontario. For more information,
visit http://www.townshoes.com.

About Alberta Investment Management Corporation

AIMCo is one of Canada's largest and most diversified institutional investment
fund managers with assets under management of approximately $80 billion. AIMCo
was established on January 1, 2008 with a mandate to provide superior
long-term investment results for its clients. AIMCo operates independently
from the Government of Alberta and invests globally on behalf of 28 pension,
endowment and government funds in the Province of Alberta. For more
information, visit http://www.aimco.alberta.ca.

About Callisto Capital

Callisto Capital is a Toronto-based middle market private equity firm that
creates value for its institutional investors by partnering with high
potential enterprises. The firm is committed to working with talented
management teams to build profitable, industry-leading businesses that succeed
for the long term. For more information, visit http://www.callistocapital.ca.

The information contained or incorporated by reference in this press release
contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act, which are intended
to be covered by the safe harbors created thereby. Those statements include,
but may not be limited to, all statements regarding intent, beliefs,
expectations, projections, forecasts, and plans of the Company and its
management. These forward-looking statements involve numerous risks and
uncertainties, including, without limitation, whether the proposed investment
is consummated, the satisfaction of the conditions to closing of the proposed
investment, the ability to recognize the expected benefits of the investment,
and the various risks inherent in the Company's business as set forth in
periodic reports filed with the Securities and Exchange Commission. One or
more of these factors could affect the Company's businesses and financial
results in future periods and could cause actual results to differ materially
from plans and projections. Therefore, there can be no assurance that the
forward-looking statements contained or incorporated by reference in this
press release will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included or
incorporated by reference herein, the Company, or any other person should not
regard the inclusion of such information as a representation that the
objectives and plans of the Company will be achieved. All forward-looking
statements contained or incorporated by reference in this press release are
based on information presently available to the management of the Company.
The Company assumes no obligation to update any forward-looking statements.

SOURCE DSW Inc.

Website: http://www.DSWinc.com
Contact: For further information, contact: Christina Cheng, CFA, (855)
893-5691, Senior Director of Investor Relations
 
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