Follett Corporation Successfully Completes Tender Offer for Varsity Group
2008年4月14日 - 10:45PM
PRニュース・ワイアー (英語)
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tendered and not withdrawn, representing approximately 85% of the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validly tendered and not withdrawn have been accepted for purchase,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
http://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. DATASOURCE: Follett Corporation CONTACT: Media:
Tom Kline, Follett Corporation, +1-708-437-2053 Web site:
http://www.follett.com/
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