Lawsuits Filed Against Nuveen Investments (JNC) to Stop Acquisition

June 26, 2007 5:00 PM EDT

In Today\'s 8-K Filing From Nuveen Investments (NYSE: JNC): On June 20, 2007, a putative class action suit was filed in the Circuit Court of Cook County, Illinois, Chancery Division, by an alleged stockholder of Nuveen Investments, Inc., naming Nuveen Investments, members of its Board of Directors and Madison Dearborn Partners, LLC as defendants in the complaint. The case is captioned Robert Summerfield, On Behalf of Himself and All Others Similarly Situated v. Nuveen Investments, Inc.; Timothy R. Schwertfeger; John P. Amboian; Willard L. Boyd; Connie K. Duckworth; Duane R. Kullberg; Roderick A. Palmore; and Madison Dearborn Partners, LLC, Case No. 07CH 16315. This is a stockholder class action suit for alleged breaches of fiduciary duty and other violations of applicable law arising out of the previously announced pending acquisition of Nuveen Investments by the investor group led by the private equity firm Madison Dearborn. The complaint alleges that in entering into the proposed transaction with the investor group led by Madison Dearborn, the defendants breached their fiduciary duties of loyalty, due care, independence, good faith and fair dealing or have aided and abetted such breaches.

On June 21, 2007, a substantially similar putative stockholder class action suit was filed in the same court against Nuveen Investments and members of its Board. The case is captioned Samuel K. Rosen, Individually and On Behalf of All Others Similarly Situated v. Nuveen Investments, Inc., Timothy R. Schwertfeger, John P. Amboian, Willard L. Boyd, Duane R. Kulberg, Connie K. Duckworth, Roderick A. Palmore, and Pierre E. Leroy, Case No. 07CH 16443. The individuals named in this lawsuit are current members of the Board of Directors of Nuveen Investments, except for Mr. Leroy who resigned from Nuveen Investments\' Board of Directors on April 23, 2007. The lawsuit similarly alleges that by entering into the proposed transaction, the defendants breached their fiduciary duties of loyalty, due care, independence, good faith and fair dealing. The plaintiff asks the court to declare the suit a proper class action suit and to certify the plaintiff as class representative. The plaintiff also seeks to have the court declare that the defendants breached their fiduciary duties, to enjoin the proposed acquisition and to have compensatory damages and attorney\'s fees awarded to the plaintiff and his counsel.

Nuveen Investments believes that the lawsuits are without merit and intends to defend vigorously against these actions. However, an unfavorable outcome of these lawsuits could prevent or delay the consummation of the acquisition, result in substantial costs to Nuveen Investments, or both. It is also possible that similar lawsuits may be filed in the future and, to the extent similar lawsuits are filed containing similar allegations, Nuveen Investments does not intend to file subsequent Forms 8-K disclosing the filing of such similar lawsuits.

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