RIVER GROVE, Ill., March 7 /PRNewswire/ -- Follett Corporation
announced that its subsidiary, VGI Acquisition Corp., today commenced its
cash tender offer to acquire all of the outstanding shares of Varsity Group
Inc. (Nasdaq: VSTY) at a price of $0.20 per share in cash. The cash tender
offer is being made pursuant to the terms of an agreement and plan of
merger, which was previously announced by Varsity Group and Follett on
February 25, 2008.
Unless the tender offer is extended, the tender offer and any
withdrawal rights will expire at 12:00 midnight (New York City time) on
April 4, 2008. The Board of Directors of Varsity Group has unanimously
approved the transaction and has recommended that Varsity Group
stockholders accept the offer and tender their shares of Varsity Group
pursuant to the offer. There is no financing condition to the tender offer.
The tender offer is subject to certain conditions that are described in the
Offer to Purchase referenced below.
Information related to the tender offer is contained in the offer to
purchase, the solicitation/recommendation statement and the other documents
that are being sent to Varsity Group stockholders. For more information
about the offer, please contact the information agent: Georgeson, 199 Water
Street, 26th Floor, New York, NY 10038; Banks and Brokers call
212-440-9800; All others please call 800-843-0129 (toll free).
This press release is for information only and is not an offer to buy
or the solicitation of an offer to sell any securities. The tender offer is
being made pursuant to a tender offer statement on Schedule TO, including
an offer to purchase and other related materials, that VGI Acquisition
Corp., a subsidiary of Follett Corporation, filed with the SEC on March 7,
2008. In addition, on March 7, 2008, Varsity Group filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
tender offer, which was mailed to Varsity Group's shareholders. The tender
offer statement (and related materials), as it may be amended from time to
time, and the solicitation/recommendation statement, as it may be amended
from time to time, contain important information, including the various
terms of, and conditions to, the tender offer, that should be read
carefully before any decision is made with respect to the tender offer.
Varsity Group shareholders should read those materials carefully prior to
making any decisions with respect to the offer because they contain
important information, including the terms and conditions of the offer.
These materials may be obtained free of charge by contacting the
information agent for the tender offer, Georgeson, Inc., at 800-843-0129
(toll free). In addition, all of these materials (and all other materials
filed by Varsity Group and VGI Acquisition Corp. with the SEC) are
available for free at the website maintained by the SEC at www.sec.gov.
Statements in this release that are not statements of historical fact
may include forward-looking statements. Any such forward-looking statements
are subject to risks and uncertainties. Such forward-looking statements
include statements concerning the completion of the transactions
contemplated by the merger agreement, including the merger and the timing
thereof and the business opportunities afforded by the merger. Important
factors that may cause actual results to differ include: risks that could
prevent or delay the closing of the transaction, including satisfaction of
conditions to closing an acquisition transaction of this type, such as
acceptance of the offer by holders of a sufficient number of shares of
common stock of Varsity Group Inc. For a discussion of other risks facing
Varsity Group's business, please refer to the documents filed by Varsity
Group Inc. with the United States Securities and Exchange Commission from
time to time.
SOURCE Follett Corporation