Proxy advisory firm Institutional Shareholder Services
has recommended that Nuveen
shareholders vote “FOR” the acquisition of Nuveen by private equity investors led by Madison Dearborn Partners
. The shareholder vote is scheduled for September 18.
Nuveen Investments, Inc. (NYSE: JNC), a leading provider of diversified
investment services to institutional and high net worth investors, today announced that Institutional
Shareholder Services (ISS), a leading independent proxy advisory firm, has recommended that JNC
stockholders vote “FOR” the proposed merger agreement providing for the acquisition of Nuveen
Investments by private equity investors led by Madison Dearborn Partners, LLC.
“We are pleased that Institutional Shareholder Services has recommended that JNC stockholders vote for
the proposed transaction,” said John P. Amboian, CEO, Nuveen Investments. “ISS’s recommendation is
consistent with our board’s unanimous determination that the merger is in the best interests of Nuveen
Investments and its stockholders.”
As previously announced, Nuveen Investments will hold a special meeting of stockholders on September
18, 2007. At this meeting, stockholders will be asked to consider and vote upon (1) a proposal to adopt the
merger agreement by and between Nuveen Investments, Windy City Investments, Inc., and a wholly owned
subsidiary of Windy City Investments, thereby approving the merger of this subsidiary and Nuveen
Investments, and (2) a proposal to approve the adjournment of the special meeting, if necessary to permit
further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the
merger agreement. If the merger agreement is adopted and other conditions to the closing of the transaction
are satisfied, Nuveen Investments will become an indirect wholly owned subsidiary of Windy City
Investments and stockholders will be entitled to receive $65.00 in cash, without interest, for each share of
Nuveen Investments common stock they own.
The Nuveen Investments Board of Directors has approved the merger agreement and recommends its
approval by JNC stockholders. Subject to the satisfaction of certain conditions, including stockholder
approval, Nuveen Investments expects the transaction to close in the fourth quarter of 2007.
ABOUT NUVEEN INVESTMENTS
Nuveen Investments provides high-quality investment services designed to help secure the long-term goals
of institutions and high net worth investors as well as the consultants and financial advisors who serve them.
Nuveen Investments markets its growing range of specialized investment solutions under the high-quality
brands of NWQ, Nuveen, Santa Barbara, Tradewinds, Rittenhouse and Symphony. Nuveen Investments
also recently acquired Hyde Park Investment Strategies. In total, the Company managed $172 billion in
assets as of June 30, 2007. Nuveen Investments is listed on the New York Stock Exchange and trades under
the symbol “JNC.”
Certain statements made by Nuveen Investments in this communication are forward-looking statements.
The risks, uncertainties and assumptions involved in these forward-looking statements include, but are
not limited to, the ability to obtain Nuveen Investments’ stockholder and regulatory approval, the ability
to obtain fund and client consents, the effects of the substantial competition in the investment
management business, including competition for access to brokerage firms’ retail distribution systems,
Nuveen Investments’ reliance on revenues from investment management contracts which renew
annually, regulatory developments, accounting pronouncements, and other additional risks and
uncertainties as set forth in Nuveen Investments’ filings with the SEC. Nuveen Investments undertakes
no responsibility to update publicly or revise any forward-looking statements.
IMPORTANT LEGAL INFORMATION
Nuveen Investments has filed with the SEC a proxy statement and other related documents regarding the
proposed transaction described in this communication. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND THE OTHER RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT NUVEEN INVESTMENTS, THE PROPOSED TRANSACTION AND RELATED
MATTERS. A definitive proxy statement has been sent to holders of Nuveen Investments’ common stock
seeking their approval of the proposed transaction. This communication is not a solicitation of a proxy from
any security holder of Nuveen Investments.
Investors can obtain the proxy statement and the other related documents filed with the SEC free of charge at
the SEC’s website at www.sec.gov. In addition, a copy of the documents filed by Nuveen Investments with the
SEC may be obtained free of charge by directing a request to Nuveen Investments, Inc., 333 West Wacker
Drive, Chicago, Illinois 60606, Attention of the General Counsel.
Nuveen Investments, its directors and executive officers and certain other persons may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. Such persons may have
interests in the proposed transaction, including as a result of holding options or shares of Nuveen
Investments’ common stock. Information regarding Nuveen Investments’ directors and executive officers is
available in the proxy statement filed with the SEC by Nuveen Investments on April 6, 2007. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant
materials filed or to be filed with the SEC.
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