Press Release: NRT Incorporated
August 13, 2002
BOSTON, MA -- NRT Incorporated, a subsidiary of Cendant Corporation (NYSE:CD), and The DeWolfe Companies, Inc.
(AMEX:DWL) yesterday announced that they have signed a definitive agreement for NRT to acquire all of the outstanding
common stock of DeWolfe at a price of $19.00 per share, or approximately $149 million in cash. Under the acquisition
agreement, a subsidiary of NRT will commence a tender offer within five business days for any and all shares of
DeWolfe's common stock. Consummation of the transaction remains subject to customary closing conditions and is
expected to be completed in September of 2002. The transaction has received clearance under U.S. anti-trust regulations.
Following the closing of the tender offer, NRT, the nation's leading residential real estate brokerage company,
will merge DeWolfe with one of its wholly owned subsidiaries. DeWolfe's operations will join together with NRT-owned
Coldwell Banker Hunneman to create a combined organization that will operate as Coldwell Banker Residential Brokerage,
the largest real estate and home services organization in New England.
"NRT and The DeWolfe Companies share the same high level of dedication and commitment to delivering full-service
real estate in the form of a true one-stop shopping experience for our clients," said Bob Becker, president
and chief executive officer of NRT. "We are proud to welcome Dick DeWolfe and his talented team of real estate
professionals to the NRT family of companies."
Mr. DeWolfe, chairman and chief executive officer of The DeWolfe Companies, stated: "The opportunity to merge
our very successful regional company with the world's leading real estate organization will provide the very best
services and resources to our customers, sales associates and staff members while creating value for our shareholders."
"The end result is that this union will bring together the best real estate professionals from the most respected
and trusted real estate companies in New England," said Bill Kiley, president and chief operating officer
of Coldwell Banker Hunneman.
With more than 5,400 sales associates and employees in over 170 office locations, the company will serve consumers
throughout New England. On a combined basis, DeWolfe and Coldwell Banker Hunneman accounted for $13.9 billion in
closed sales volume and over 44,000 closed transaction sides(1) in 2001. DeWolfe reported revenue of $214.5 million
last year, placing it in an elite level among the nation's leading real estate firms.
In connection with the signing of the merger agreement, stockholders of DeWolfe holding approximately 72% of the
outstanding shares of common stock of DeWolfe, have agreed with NRT to tender their shares in the tender offer.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of DeWolfe. At
the time the offer is commenced, NRT and its wholly owned subsidiary making the offer will file a tender offer
statement with the U.S. Securities and Exchange Commission and DeWolfe will file a solicitation/recommendation
statement with respect to the offer. The tender offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the solicitation/recommendation statement will contain important
information, which should be read carefully before any decision is made with respect to the offer. The offer to
purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation
statement, will be made available to all stockholders of DeWolfe at no expense to them. The tender offer statement
(including the offer to purchase, the related letter of transmittal and all other documents filed with the Commission)
and the solicitation/recommendation statement will also be available for free at the Commission's Web site at www.sec.gov.
About The DeWolfe Companies, Inc.
The DeWolfe Companies, Inc. (AMEX:DWL) was founded in 1949 and became one of the nation's first publicly traded
residential homeownership firms in 1992. With closed sales volume of $6.6 billion in 2001, DeWolfe ranked No. 8
nationally among leading residential real estate firms(2). DeWolfe is a provider of homeownership services including
residential real estate brokerage, mortgage banking, insurance, moving and relocation services. The company provides
these services in Massachusetts, Connecticut, Rhode Island, New Hampshire and Maine through its 3,100 sales associates
and employees in 93 company-owned office locations and its Web site, DeWolfe.com. DeWolfe is also affiliated with
16 independently owned real estate franchises with locations in Maine and New Hampshire.
About Coldwell Banker Hunneman
Coldwell Banker Hunneman is a full-service real estate company providing residential sales and leasing, corporate
relocation services, commercial sales and leasing, residential and commercial mortgage services, construction and
marketing of new properties to New England and the Boston metropolitan area, and Coldwell Banker Concierge(TM)
services to assist with the details of homeownership and home improvements. Coldwell Banker Hunneman has 70 offices
and more than 2,300 sales associates and employees primarily in Massachusetts, but also serving New Hampshire,
Maine, Rhode Island and Connecticut. Founded in 1929, Coldwell Banker Hunneman is one of New England's oldest and
most respected real estate companies.
About NRT Incorporated
NRT Incorporated, a subsidiary of Cendant Corporation (NYSE:CD), is the nation's largest residential real estate
brokerage company. NRT has more than 850 offices and 45,000 sales associates operating in 24 of the nation's largest
metropolitan markets. In 2001, NRT posted a real estate industry record of $117 billion in closed sales volume.
About Cendant Corporation
Cendant Corporation (NYSE:CD) is primarily a provider of travel and residential real estate services. With approximately
70,000 employees, New York City-based Cendant provides these services to businesses and consumers in over 100 countries.
More information about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's
Web site at www.Cendant.com or by calling 877-4INFO-CD (877-446-3623).
This press release contains "forward-looking statements" within the meaning of federal securities law,
including statements concerning business strategies and their intended results and similar statements concerning
anticipated future events and expectations that are not historical facts. The forward-looking statements in this
press release are subject to numerous risks and uncertainties, which could cause actual results to differ materially
from those expressed in or implied by the statements herein.
(1) A transaction side is defined as either the purchasing or the
selling portion of a real estate sales transaction. (e.g., If a
company represents the home buyer and the seller, it is credited
with two closed transaction sides.)
(2) REAL Trends magazine, May 2002.
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Contact:
NRT Incorporated
Mark Panus, Director of Corporate Communications
Tel: 973/240-5041
Mobile: 973/727-0982
E-Mail: mark.panus@nrtinc.com
or
Edelman Worldwide
Jennifer Reese, 323/202-1061
jennifer.reese@edelman.com