Follett Corporation Extends Tender Offer Period to Acquire Varsity Group Inc.

Apr 07, 2008, 01:00 ET from Follett Corporation

    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
     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

SOURCE Follett Corporation