NEW YORK–(BUSINESS WIRE)–Jefferies Financial Group Inc. (NYSE: JEF or Jefferies), which currently
owns approximately 70% of the outstanding shares of common stock of
HomeFed Corporation (OTCMKTS: HOFD or HomeFed), a developer and owner of
residential and mixed-use real estate properties primarily in California
and New York, announced today that the Board of Directors of Jefferies
and the Special Committee of the Board of Directors of HomeFed have
approved an amendment to the previously announced merger agreement under
which Jefferies will acquire the shares of HomeFed common stock that it
does not already own. Under the terms of the amended merger agreement,
Jefferies will issue two shares of Jefferies common stock for each share
of HomeFed common stock to be acquired by Jefferies and there will not
be a collar or a cash election option. The previously announced merger
agreement was amended following feedback received by Jefferies and the
Special Committee from HomeFed stockholders unaffiliated with Jefferies
following the April 15 announcement of the original merger agreement.
For a more complete description of the amended transaction, please see
Jefferies’ Form 8-K filed today.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction
contemplated by the Agreement and Plan of Merger, dated as of April 12,
2019 as amended on May 2, 2019, among Jefferies Financial Group Inc.
(“Jefferies”), HomeFed Corporation (“HomeFed”) and Heat Merger Sub, LLC
(“Merger Sub”). This communication may be deemed to be solicitation
material in respect of the proposed transaction involving Jefferies and
HomeFed. In connection with the proposed transaction, Jefferies will
file a registration statement on Form S-4 with the SEC, which will
include a proxy statement of HomeFed and a prospectus of Jefferies with
respect to the issuance of Jefferies common stock. A definitive proxy
statement/prospectus will also be sent to HomeFed stockholders seeking
any required stockholder approval. This communication does not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. Before making any voting or
investment decision, investors and HomeFed stockholders are urged to
carefully read the entire registration statement and proxy
statement/prospectus when they become available, and any other relevant
documents filed with the SEC, as well as any amendments or supplements
to these documents, because they will contain important information
about the merger and other transactions contemplated by the merger
agreement. Investors and HomeFed stockholders will be able to obtain
free copies of the registration statement and proxy statement/prospectus
and the other documents filed with the SEC by Jefferies and HomeFed
through the web site maintained by the SEC at www.sec.gov.
In addition, investors and HomeFed stockholders will be able to obtain
free copies of the registration statement and proxy statement/prospectus
by phone, e-mail or written request by contacting the investor relations
department of Jefferies at the following:
|
Jefferies Financial Group Inc. Attention: Investor Relations |
|
520 Madison Avenue |
| 212-460-1900 |
Forward-Looking Statements
This communication may “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 our future and
statements that are not historical facts. These forward-looking
statements are usually preceded by the words “should,” “expect,”
“intend,” “may,” “will,” or similar expressions. Forward-looking
statements may contain expectations regarding the transaction, and may
include statements of future performance, plans, and objectives.
Forward-looking statements represent only our belief regarding future
events, many of which by their nature are inherently uncertain. 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, including Risk Factors that
could cause actual results to differ, perhaps materially, from those in
our forward-looking statements is contained in reports we file with the
SEC. You should read and interpret any forward-looking statement
together with reports we file with the SEC.
Contacts
Laura Ulbrandt
(212) 460-1900
