Nationwide Financial Parent Offers $2.2B Buyout

March 10, 2008

Nationwide Financial Services Inc. said Monday that affiliates of parent Nationwide Mutual Insurance Co. have offered to buy all of its outstanding Class A common stock for about $2.2 billion.

Nationwide Mutual is offering holders of Nationwide Financial’s Class A common stock $47.20 a share in cash — a 24 percent premium over Friday’s closing price of $37.93.

Nationwide Financial had 46.7 million Class A shares outstanding as of Dec. 31.

Nationwide Mutual wants to buy out the public shares of Nationwide Financial in order to simplify the insurance and financial services group’s ownership structure, Nationwide Mutual spokesman Joe Case said.

Nationwide Mutual already owns all of Nationwide Financial’s supervoting Class B shares, which represent 95.2 percent of the voting power and 66.3 percent of the equity.

Nationwide Financial said it has appointed a special board committee made up of independent directors to consider the proposal.

The special committee, which has retained law firm Sidley Austin LLP as it legal adviser and Lazard as its financial adviser, will respond to the offer in due course, Nationwide Financial said.

(Reporting by Chris Reiter, editing by Gerald E. McCormick)

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