[ST. PAUL TRAVELERS LOGO] [NUVEEN INVESTMENTS LOGO]
Nuveen Investments and St. Paul Travelers Announce Plans For
the Sale of St. Paul Travelers' Stake in Nuveen
CHICAGO, IL and SAINT PAUL, MN - March 25, 2005 -- Nuveen Investments, Inc.
(NYSE: JNC), and The St. Paul Travelers Companies, Inc. (NYSE: STA), announced
today that St. Paul Travelers is implementing a program to sell its equity
interest in Nuveen Investments. The program has three parts:
o St. Paul Travelers will sell 39.6 million Nuveen shares, exclusive of
an underwriters' over-allotment option, through a public secondary
offering. Nuveen Investments will be filing a prospectus supplement for
the secondary offering;
o Additionally, Nuveen Investments intends to repurchase $600 million of
Nuveen shares from St. Paul Travelers at the price of the secondary
offering, net of the underwriters' discount; and
o Finally, St. Paul Travelers will enter into forward sale agreements
with affiliates of Merrill Lynch and Morgan Stanley, with respect to
its remaining equity interest in Nuveen Investments, or approximately
13.5 million shares. Merrill Lynch and Morgan Stanley will in turn each
issue public securities mandatorily exchangeable into shares of Nuveen.
The objective of the transactions is for St. Paul Travelers to sell its entire
interest in Nuveen Investments, resulting in Nuveen Investments becoming a fully
independent, publicly traded company.
Merrill Lynch & Co., Morgan Stanley and Citigroup will act as the joint
bookrunners and lead managers in the underwritten common stock offering, and
Merrill Lynch & Co. and
Morgan Stanley will also act as joint bookrunners of the mandatorily
exchangeable securities.
The transactions described in this announcement are subject to market conditions
and other factors, and there can be no assurance that the transactions will be
completed as contemplated or that St. Paul Travelers will sell all or any of its
shares in Nuveen. This announcement is not an offer to sell, or the solicitation
of an offer to buy, any of the securities described in this press release.
Interested parties may obtain a written prospectus relating to the common stock
offering from Merrill Lynch Pierce Fenner & Smith Incorporated, 4 World
Financial Center, New York, NY 10080, Morgan Stanley & Co. Incorporated, 1585
Broadway, New York, New York 10036, or Citigroup Global Markets Inc., 388
Greenwich Street, New York, New York, 10013.
This press release contains certain forward-looking statements under the federal
securities laws. These statements are based on management's current expectations
and are subject to significant uncertainty and changes in circumstances. Actual
events, including Nuveen Investments' actual future results, may differ
significantly from those anticipated in any forward looking statements due to
numerous factors. Forward-looking statements are not guarantees of future
performance and involve certain risks and uncertainties, including those set
forth in filings with the SEC by Nuveen Investments' and St. Paul Travelers.
Nuveen Investments and St. Paul Travelers undertake no responsibility to
publicly update or revise any forward-looking statements.
Contacts:
Nuveen Investments, Inc. The St. Paul Travelers Companies, Inc.
333 West Wacker Drive 385 Washington Street
Chicago, IL 60606 St. Paul, MN 55102
Media: Media:
Laurel O'Brien, 610-293-2402 Joan Palm, 651-310-2685
or
Institutional Investors: Marlene Ibsen, 860-277-9039
Peggy Wilson, 312-917-6801
Institutional Investors:
Maria Olivo, 860-277-8330
Individual Investors:
Marc Parr, 860-277-0779