NRT Incorporated, a subsidiary of Cendant Corporation (NYSE: CD), and The DeWolfe Companies, Inc. (AMEX: DWL) today 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 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.

Published: August 12, 2002

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