Follett Corporation Extends Tender Offer Period to Acquire Varsity Group Inc.
RIVER GROVE, Ill., April 7, 2008 /PRNewswire-FirstCall/ -- Follett
Corporation ("Follett") today announced that its indirect wholly-owned
subsidiary, VGI Acquisition Corp. ("Purchaser"), is extending the
expiration date for its previously announced tender offer until 7:00 p.m.,
New York City time, on Friday, April 11, 2008 for all outstanding shares of
common stock of Varsity Group Inc. (Nasdaq: VSTY) ("Varsity") for $0.20 per
Varsity share, without interest and subject to any applicable withholding
of taxes.
On March 7, 2008, Purchaser commenced the tender offer for the Varsity
shares, which is being made in accordance with the Agreement and Plan of
Merger, dated as of February 22, 2008 (the "Merger Agreement"), by and
among Varsity, Purchaser and VGI Holdings Corp., a wholly-owned subsidiary
of Follett and the sole shareholder of Purchaser ("Parent"). One of the
conditions to the closing of the tender offer set forth in the Merger
Agreement was the delivery of an audit opinion on the financial statements
of Varsity for the year ended December 31, 2007. Varsity has informed
Follett that the audit of its financial statements will not be complete by
Friday, April 4, 2008, but currently expects such audit to be completed
during the week of April 7, 2008. As of midnight on April 4, 2008,
Purchaser had received approximately 15,874,739 Varsity shares tendered
into the offer, including 887,408 Varsity shares tendered by guaranteed
delivery, representing approximately 83.725% of the outstanding Varsity
shares.
The Board of Directors of Varsity has unanimously approved the Merger
Agreement and has recommended that Varsity's stockholders accept
Purchaser's tender offer and tender their Varsity shares pursuant to the
tender offer. There is no financing condition to the tender offer. The
tender offer is subject to certain conditions, including the requirement of
audited financial statements, which are described in the Offer to Purchase
referenced below.
At the conclusion of the tender offer, as it may be extended, Follett,
through Purchaser, will acquire all the remaining outstanding shares of
Varsity by means of a merger of Purchaser with and into Varsity. Following
the merger, Varsity's shares of common stock will no longer be publicly
traded on NASDAQ or otherwise.
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 Purchaser filed with
the SEC on March 7, 2008, as amended. In addition, on March 7, 2008,
Varsity filed with the SEC a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer, as amended. 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 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 and Purchaser with the SEC) are available for free at the website
maintained by the SEC at http://www.sec.gov.
SOURCE Follett Corporation
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