David Jones M&a

ASX AND MEDIA RELEASE

Page 1 of 3

For Immediate Distribution

9 April 2014

DAVID JONES BOARD RECOMMENDS A$4.00 CASH PER SHARE

PROPOSAL

The Board of David Jones (ASX:DJS) (“David Jones”) announced today that it has entered into a Scheme

Implementation Deed (“SID”) with the South African based retail group Woolworths (JSE:WHL)

(“Woolworths”) under which it is proposed that Woolworths will acquire all of the David Jones shares

outstanding by way of a scheme of arrangement (“Scheme”) for A$4.00 cash per share (“Proposal”). In

addition, shareholders on the register as at 10 April 2014 will receive the interim dividend already declared

of A$0.10 per share (fully franked).

The cash payment of A$4.00 per share represents:

-

a 25.4% premium to the closing price of David Jones shares on 8 April 2014;

a 39.4% premium to the price of David Jones shares on 30 January 2014 (being the last closing

price prior to the Myer proposal becoming public);

a 26.8% premium to the 3 month volume weighted average price of David Jones shares;

a multiple of 20.8x the reported FY13 EPS of 19.2 cents per share and 23.8x the estimated FY14

EPS of 16.8 cents per share based on consensus broker estimates1; and

an implied market capitalisation of A$2,149 million.

David Jones Chairman, Gordon Cairns, said: “David Jones is an iconic brand with a long and justifiably

proud history. This is a compelling proposal which represents a significant premium to not only our intrinsic

value but also to broker valuations and to recent share prices. It represents a substantial earnings

multiple.”

David Jones Managing Director and CEO, Paul Zahra, said: “I am pleased that the Woolworths proposal

recognises the attractive outlook for David Jones including the benefits that have and will flow from the

continued implementation of our Future Strategic Direction Plan. The Woolworths proposal is an

endorsement of our Future Strategic Direction Plan and our management team.”

In the...