Follett Corporation Successfully Completes Tender Offer for Varsity Group

Apr 14, 2008, 01:00 ET from Follett Corporation

    RIVER GROVE, Ill., April 14 /PRNewswire/ -- Follett Corporation
 ("Follett") today announced the successful completion of the cash tender
 offer by its wholly-owned subsidiary, VGI Acquisition Corp. ("Purchaser"),
 to acquire all of the outstanding shares of common stock of Varsity Group
 Inc. (Nasdaq:   VSTY) ("Varsity Group") for $0.20 per share, without interest
 and subject to any applicable withholding of taxes.
     The tender offer was commenced on March 7, 2008, pursuant to an
 agreement and plan of merger dated February 22, 2008 among Purchaser, VGI
 Holdings Corp., the sole stockholder of Purchaser and a wholly-owned
 subsidiary of Follett ("Parent"), and Varsity Group. The tender offer
 expired at 7:00 p.m., New York City time, Friday, April 11, 2008, at which
 time a total of approximately 16,118,974 shares of Varsity Group, including
 5,596 shares tendered under guarantied delivery procedures, had been
 tendered and not withdrawn, representing approximately 85% of the
 outstanding Varsity Group common stock.
     All shares that were validly tendered and not withdrawn have been
 accepted for purchase, and Follett will promptly pay for all such shares in
 accordance with the tender offer. Follett also intends to exercise the
 "top-up" option granted to it under the merger agreement to purchase
 directly from Varsity Group, at a price of $0.20 per share, the number of
 newly issued shares necessary for Follett to own more than 90% of Varsity
 Group's outstanding shares. Following the payment for all shares tendered
 and the exercise of the "top-up" option, Follett expects to quickly
 complete the merger of Purchaser with and into Varsity Group, with Varsity
 Group becoming a wholly-owned subsidiary of Follett, pursuant to the
 "short-form" merger provisions of Delaware law without a meeting of the
 stockholders of Varsity Group. As a result of the merger, all outstanding
 shares of Varsity Group common stock not validly tendered and accepted for
 payment in the tender offer will be converted into the right to receive
 $0.20 per share in cash, without interest and subject to any applicable
 withholding of taxes. The depositary for the tender offer and the
 disbursing agent for the merger will mail to non-tendering Varsity Group
 stockholders the materials necessary to exchange Varsity Group stock
 certificates for such payment.
     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
 was 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. 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
 stockholders. The tender offer statement (and related materials), as
 amended, and the solicitation/recommendation statement, as amended, contain
 important information, including the various terms of, and conditions to,
 the tender offer, that should be read carefully by investors and
 stockholders of Varsity Group. 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 Purchaser with the SEC)
 are available for free at the website maintained by the SEC at
     Cautionary Statements
     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. For a discussion of other risks facing
 Varsity Group's business, please refer to the documents filed by Varsity
 Group with the United States Securities and Exchange Commission from time
 to time.

SOURCE Follett Corporation