DSW, Inc./Retail Ventures, Inc.

On February 8, 2011, DSW Inc. (NYSE: DSW) and Retail Ventures, Inc. (NYSE: RVI) announced that they have signed a definitive merger agreement whereby Retail Ventures will become a wholly-owned subsidiary of DSW in a tax-free exchange of shares at an exchange ratio of 0.435 DSW shares per each RVI share.

DSW will effectively retire the 27.4 million class B shares currently owned by RVI (approximately 62% of DSW's fully diluted shares outstanding). As a result of the merger, the separate corporate existence of RVI will cease and the surviving entity will continue as a wholly owned subsidiary of DSW.

Goldman, Sachs & Co. served as financial advisor for the special committee of the board of directors of DSW and Katten Muchin Rosenman LLP acted as independent counsel. Houlihan Lokey served as financial advisor for the special committee of the board of directors of RVI and Baker & Hostetler acted as independent counsel.

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