06.08.2008 22:17:00
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Nationwide Mutual Insurance Company and Nationwide Financial Services, Inc. Reach Agreement to Combine in $2.4 Billion Transaction
Nationwide Mutual Insurance Company ("Nationwide”)
and Nationwide Financial Services, Inc. ("NFS”)
(NYSE: NFS) today announced that they have entered into a definitive
agreement for Nationwide to acquire all of the outstanding publicly held
Class A common stock of NFS for $52.25 per share in cash.
Nationwide currently owns all of the outstanding NFS Class B common
stock, which represents 66.3% of the equity ownership and 95.2% of the
combined voting power of the shareholders of NFS. The transaction is
valued at approximately $2.4 billion and is expected to close by the end
of 2008 or early in 2009, subject to shareholder and regulatory
approval. While the transaction is subject to the vote of the holders of
a majority of the outstanding shares of Class A and Class B common stock
of NFS, Nationwide and certain of its affiliates have agreed to vote all
of their NFS shares in favor of the transaction, assuring that
shareholder approval will be obtained. Upon completion of the
transaction, NFS will become a wholly-owned subsidiary of Nationwide.
The $52.25 per share offer represents a premium of approximately 38%
over the closing price of NFS stock of $37.93 on March 7, 2008, the last
trading day prior to disclosure of Nationwide's original proposal to
acquire all outstanding publicly held Class A common stock of NFS, and
an increase of approximately 11% over Nationwide's original proposal of
$47.20 per share.
"Combining the organizations will allow the
Nationwide brand to set itself apart from the competition by aligning
our entire product and service portfolio around the customer,”
said Nationwide chief executive officer Jerry Jurgensen. "A
simpler ownership structure will open new opportunities for stronger
top-line growth by attracting new customers as well as retaining current
customers with a broad and integrated product offering. It will also
facilitate more effective deployment of capital across the enterprise,
putting more assets to work where they can deliver the best value for
customers.” "While NFS’
current structure has served us well over the past decade, our ability
to grow and meet the needs of our customers over the next decade and
beyond will benefit from a simpler and more customer-centric business
model,” said Mark Thresher, president and
chief operating officer of NFS. "We believe
that this transaction will create great benefits for our customers,
business partners and associates, under terms that provide fair value
for the public shares. In light of the difficult economic and capital
markets environment, we were particularly pleased that the price
represents an attractive premium to Nationwide’s
original proposal.” NFS Special Committee
On March 10, 2008, NFS disclosed that it had received a proposal from
Nationwide to acquire all outstanding publicly held shares of NFS Class
A common stock for $47.20 per share in cash. NFS’
board of directors formed a special committee of independent directors
not affiliated with Nationwide to evaluate the proposal.
The transaction was recommended by the special committee and approved by
NFS’ board of directors.
Financial and Legal Advisors
Nationwide’s financial advisors on the
transaction are UBS Investment Bank and Goldman Sachs and its legal
counsel is Jones Day. Legal counsel for NFS is Dewey & LeBoeuf LLP.
Lazard is acting as financial advisor to the special committee of the
NFS board and Sidley Austin LLP is acting as the special committee’s
legal counsel.
Conference Call and Webcast Information
NFS will host a conference call on Thursday, August 7, 2008 at 8:30 a.m.
EDT to discuss the transaction, as well as NFS’
second quarter financial results, also released today. The dial-in
number is 412-858-4600 and the conference ID is NFS 2Q Earnings Call.
The call can also be accessed via webcast in the Investor Relations area
of the Company’s web site at www.nationwide.com.
A replay of the conference call will be available beginning at noon on
Thursday, August 7 by dialing 412-317-0088. The passcode for the replay
is 421065.
About Nationwide®
Nationwide, based in Columbus, Ohio, is one of the largest diversified
insurance and financial services organizations in the world, with more
than $161 billion in assets. Nationwide ranks #108 on the Fortune 500
list.1 The company provides a full range of
insurance and financial services, including auto, motorcycle, boat,
homeowners, life, commercial insurance, administrative services,
annuities, mortgages, mutual funds, pensions, long-term savings plans
and health and productivity services. For more information, visit www.nationwide.com.
About Nationwide Financial®
Nationwide Financial Services, Inc. (NYSE: NFS), a publicly traded
company based in Columbus, Ohio, provides a variety of financial
services that help consumers invest2 and
protect their long-term assets, and offers retirement plans and services
through both public- and private-sector employers.
It’s part of the Nationwide group of
companies, which offers diversified insurance and financial services. To
obtain investor materials, including the Company's 2007 Annual Report to
Shareholders, 2007 Annual Report on Form 10-K, quarterly statistical
supplements and other corporate announcements, please visit the investor
relations section of the Company's Web site at www.nationwide.com.
Nationwide, Nationwide Financial, the Nationwide Framemark and On
Your Side are federally registered service marks of Nationwide Mutual
Insurance Company. FORWARD-LOOKING STATEMENTS Certain statements in this report regarding the proposed Merger
constitute "forward-looking
statements” under the federal securities laws. These forward-looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ
materially from those contemplated or projected, forecast, estimated or
budgeted in such forward-looking statements include, among other, the
following possibilities: (i) the NFS’ primary
reliance, as a holding company, on dividends from its subsidiaries to
meet debt service obligations and the applicable regulatory restrictions
on the ability of the NFS’ subsidiaries to
pay such dividends; (ii) the potential impact on the NFS’
reported net income and related disclosures that could result from the
adoption of certain accounting and/or financial reporting standards
issued by the Financial Accounting Standards Board, the United States
Securities and Exchange Commission (the "SEC”)
or other standard-setting bodies; (iii) tax law changes impacting the
tax treatment of life insurance and investment products; (iv) repeal of
the federal estate tax; (v) heightened competition, including
specifically the intensification of price competition, the entry of new
competitors and the development of new products by new and existing
competitors; (vi) adverse state and federal legislation and regulation,
including limitations on premium levels, increases in minimum capital
and reserves and other financial viability requirements, restrictions on
mutual fund distribution payment arrangements such as revenue sharing
and 12b-1 payments, and regulation changes resulting from industry
practice investigations; (vii) failure to expand distribution channels
in order to obtain new customers or failure to retain existing
customers; (viii) inability to carry out marketing and sales plans,
including, among others, development of new products and/or changes to
certain existing products and acceptance of the new and/or revised
products in the market; (ix) changes in interest rates and the equity
markets causing a reduction of investment income and/or asset fees, an
acceleration of the amortization of DAC and/or value of business
acquired, reduction in separate account assets or a reduction in the
demand for NFS’ products; (x) reduction in
the value of NFS’ investment portfolio as a
result of changes in interest rates and yields in the market as well as
geopolitical conditions and the impact of political, regulatory,
judicial, economic or financial events, including terrorism, affecting
the market generally and companies in NFS’
investment portfolio specifically; (xi) general economic and business
conditions that are less favorable than expected; (xii) competitive,
regulatory or tax changes that affect the cost of, or demand for, NFS’
products; (xiii) unanticipated changes in industry trends and ratings
assigned by nationally recognized rating organizations; (xiv) settlement
of tax liabilities for amounts that differ significantly from those
recorded on the balance sheet; (xv) deviations from assumptions
regarding future persistency, mortality (including as a result of the
outbreak of a pandemic illness, such as Avian Flu), morbidity and
interest rates used in calculating reserve amounts and in pricing NFS’
products; (xvi) adverse litigation results and/or resolution of
litigation and/or arbitration, investigation and/or inquiry results that
could result in monetary damages or impact the manner in which NFS
conducts its operations; and (xvii) adverse consequences, including
financial and reputation costs, regulatory problems and potential loss
of customers resulting from failure to meet privacy regulations and/or
protect NFS’ customers’
confidential information. ADDITIONAL INFORMATION In connection with the proposed transaction, NFS will file a proxy
statement with the SEC. Before making any voting or investment decision,
investors and security holders of NFS are urged to carefully read the
entire proxy statement, when it becomes available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information about the proposed transaction. A definitive proxy statement
will be sent to the stockholders of NFS in connection with the
transaction. Investors and security holders may obtain a free
copy of the proxy statement (when available) and other documents filed
by NFS at the SEC’s website at http://www.sec.gov.
The proxy statement and such other documents may also be obtained for
free from NFS by directing such request to Mark Barnett - Vice
President, Investor Relations, Nationwide Financial Services, Inc., One
Nationwide Plaza, Columbus, Ohio, 43215. PARTICIPANTS IN THE SOLICITATION NFS, its directors, executive officers and other members of its
management, employees, and certain other persons may be deemed to be
participants in the solicitation of proxies from NFS’
stockholders in connection with the transaction. Information about the
interests of participants in the solicitation will be set forth in the
proxy statement relating to the Merger when it becomes available. 1 Fortune Magazine, April 2008
2 Nationwide Investment Services Corporation,
member FINRA. In MI only: Nationwide Investment Svcs. Corporation.
Nationwide Mutual Insurance Company and Affiliated Companies, Home
Office: Columbus, OH 43215-2220
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