Jefferies Financial Group amends merger agreement with Homefed Corporation

Maria Nikolova

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.

Jefferies Financial Group Inc (NYSE:JEF), formerly known as Leucadia National Corporation, announces today that that its 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.

Jefferies currently owns approximately 70% of the outstanding shares of common stock of HomeFed Corporation, a developer and owner of residential and mixed-use real estate properties primarily in California and New York.

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.

On April 15, 2019 Jefferies Financial Group announced that its Board of Directors of Jefferies and the Special Committee of the Board of Directors of HomeFed had approved a definitive merger agreement under which Jefferies will acquire the shares of HomeFed common stock that it does not already own. Under the terms of the transaction unveiled on April 15, 2019:

HomeFed stockholders will be given the right to elect to receive either cash or shares of Jefferies common stock in exchange for their HomeFed shares.

If a HomeFed stockholder elects to receive cash, that stockholder will receive $38.00 in cash for each share of HomeFed common stock.

If a HomeFed stockholder elects to receive shares of Jefferies’ common stock and the Jefferies’ average share price (as defined below) is equal to or less than $21.00 per share, that stockholder will receive two shares of Jefferies common stock for each share of HomeFed common stock.

If a HomeFed Stockholder elects to receive shares of Jefferies’ common stock and the Jefferies’ average share price is more than $21.00 per share, that stockholder will receive less than two shares of Jefferies common stock for each share of HomeFed common stock, with the exchange ratio being calculated by dividing $42.00 by the Jefferies’ average share price. For example, if the Jefferies’ average share price is $22.00, the exchange ratio would be 1.9091 and any HomeFed stockholder electing to receive shares of Jefferies’ common stock would receive 1.9091 shares of Jefferies common stock.

If a HomeFed stockholder makes no election, that stockholder will be deemed to have made a cash election if the Jefferies’ average share price is equal to or less than $19.00 per share or a share election if the Jefferies’ average share price is more than $19.00 per share.

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