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of Varsity Group, including 5,596 shares tendered under guarantied delivery procedures, had been tendered and not withdrawn, representing approximately 85% of the outstanding Varsity Group common stock. All shares that were validly tendered and not withdrawn have been accepted for purchase, and Follett will promptly pay for all such shares in accordance with the tender offer.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 www.sec.gov. 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