The deal involves NRT acquiring all of the outstanding common stock of DeWolfe at a price of $19.00 per share. Under the acquisition agreement, a subsidiary of NRT will commence a tender offer within five business days for all shares of DeWolfe's stock.

Dick DeWolfe, chairman and CEO of The DeWolfe Companies says that the sale provides his company with an opportunity to merge his regional company with a global company that can provide more services and resources to staff and customers and create value for the shareholders.

The newly formed company will have over 5,400 sales associates and employees in more than 170 office locations. On a combined basis, DeWolfe and Coldwell Banker Hunneman accounted for $13.9 billion in sales volume and over 44,000 transactions last year. DeWolfe reported revenue of $214.5 million last year.

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.

The DeWolfe Companies was founded in 1949 and became one of the nation's first publicly traded residential homeownership firms in 1992. Last year, DeWolfe ranked No. 8 nationally among leading residential real estate firms. The company currently has 3,100 sales associates and employees in 93 company-owned office locations throughout Massachusetts, Connecticut, Rhode Island, New Hampshire and Maine. DeWolfe is also affiliated with 16 independently owned real estate franchises with locations in Maine and New Hampshire. Coldwell Banker Hunneman, which was founded in 1929, currently 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.

NRT is the country's largest residential real estate brokerage company. It has over 850 offices and 45,000 sales associates operating in 24 metropolitan markets. In 2001, NRT had $117 billion in sales. Cendant is primarily a provider of travel and residential real estate services. It has 70,000 employees in over 100 countries.