The Board of Directors of Leucadia National Corporation (NYSE: LUK) (“Leucadia”) today declared a pro rata dividend of all of the shares of common stock of its wholly-owned subsidiary, Crimson Wine Group, Ltd. (“Crimson”), which holds all of Leucadia’s wine operations. The dividend will result in the separation of the two companies, as required by the merger agreement between Leucadia and Jefferies Group, Inc.
On the distribution date, which is expected to be February 25, 2013, Leucadia shareholders of record as of 5 p.m. EST on February 11, 2013, the record date for the distribution, will receive one share of Crimson common stock for every 10 Leucadia common shares they hold, with cash in lieu of fractional shares to be distributed thereafter.
No action or payment is required by Leucadia shareholders to receive the shares of Crimson common stock. For Leucadia shareholders who own Leucadia common shares in certificated form as of the close of business on the record date, the distribution agent will mail to such shareholders a share certificate representing shares of Crimson common stock that such shareholders are entitled to receive in the distribution. For Leucadia shareholders who hold Leucadia common shares as of the close of business on the record date in a brokerage account, the Crimson common stock will be distributed in book-entry form, and the broker will be responsible for recording the distribution of the appropriate number of shares of Crimson common stock into such shareholder’s brokerage account. An Information Statement containing details regarding the distribution of the Crimson common stock and Crimson’s business and management following the spin-off will be mailed to Leucadia shareholders prior to the distribution date.
The Crimson spin-off has been structured to qualify as a tax-free distribution to Leucadia shareholders for U.S. federal income tax purposes. Leucadia shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state, local and foreign tax consequences of the Crimson spin-off.