DSW in Novel Controlling Shareholder Transaction

February 8, 2011

Cleary Gottlieb is representing Goldman, Sachs & Co., as financial advisor to the Special Committee of the Board of Directors of DSW Inc. in connection with the merger, announced February 8, 2011, pursuant to which DSW’s largest shareholder, Retail Ventures, Inc., will become a wholly-owned subsidiary of DSW. Holders of RVI shares may elect to receive, at the same 0.435 exchange ratio, either NYSE-listed Class A DSW shares, which carry one vote per share, or unlisted DSW Class B common shares, which carry eight votes per share. RVI’s largest shareholder, Schottenstein Stores Corporation, has indicated it intends to elect to receive Class B shares. In connection with the transaction, RVI adopted a shareholder rights plan to help preserve the value of its net operating losses.

DSW is a leading branded footwear specialty retailer.