SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Varsity Group Inc.
(Name of Subject Company)
Varsity
Group Inc.
(Name of Person Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
9222811
(CUSIP Number of Class of
Securities)
James Craig
Chief Executive Officer
2677 Prosperity Avenue, Suite 250
Fairfax, Virginia 22031
(202) 667-3400
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the persons filing statement)
With Copy To:
Anthony J. Richmond
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
x
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Set forth below is a joint press release issued by Varsity Group Inc. (the Company) and SchoolOne.com, LLC
on February 27, 2008.
Varsity Group Inc. Sells Uniform Retailer Campus Outfitters to SchoolOne.com, LLC
FAIRFAX, VA February 27, 2008 Varsity Group Inc. (NasdaqCM:VSTY), a provider of online textbook sales and services to educational institutions nationwide,
announced that today it has sold its subsidiary, Campus Outfitters Group, LLC, a retailer of private elementary, middle and high school uniforms, to SchoolOne.com, LLC, which provides IT services solutions to K-12 schools. In acquiring Campus
Outfitters, SchoolOne paid Varsity $700,000 in the form of a release of debt obligations owed by Varsity to SchoolOne and also assumed approximately $600,000 in current liabilities and approximately $2,000,000 in real estate lease obligations
related to the business.
On February 25, Varsity announced that it had entered into a definitive merger agreement with a subsidiary of Follett
Corporation. Pursuant to the agreement, Follett is to commence a tender offer to acquire all issued and outstanding shares of Varsity Group for $0.20 per share in cash. The sale of Campus Outfitters will not affect the pending transaction with
Follett Corporation.
As the principal IT services supplier for Campus Outfitters, we understand this business well and believe it has substantial
growth opportunities, said Micki Tubbs, president and CEO of SchoolOne LLC). It is a great brand with a terrific market presence. Our IT and management expertise, when combined with the strengths of Campus Outfitters, will enable us to
more effectively service its current customers and grow the business.
About Varsity Group
Varsity Group Inc. is an outsource solution provider to education institutions nationwide. Under the brand Varsity Books, Varsity Group provides solutions that enable
schools to focus on their core educational mission. Varsity Groups solutions include online textbook and school supply.
About SchoolOne
SchoolOne is a business unit of FIT Technologies, based in Cleveland, OH, which provides IT service solutions to K-12 schools and corporations. Founded in 1999, FIT is
a woman-owned business of more than 120 employees, serving clients in Ohio, Michigan, Pennsylvania, Arizona, California, Colorado, Florida, Maryland and Washington, DC.
Important Information for Investors
In connection with the tender offer, Varsity Group Inc. expects to file a
solicitation/recommendation statement on Schedule 14D-9 with the SEC. In connection with the proposed merger, Varsity Group expects to file a proxy statement with the SEC, if required by law.
Investors and security holders are strongly advised to
read these documents when they become available because they will contain important information about the tender offer and the proposed merger.
Free copies of materials filed by Varsity Group will be available at the SECs web site at
www.sec.gov
, or at the Varsity Group web site at
www.varsitygroup.com
, and will also be available without charge, by directing a request to Varsity Group Inc. at 2677 Prosperity Ave., Suite 250, Fairfax, VA, 22031, attention Investor
Relations. Varsity Group Inc. and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of tenders or proxies from its shareholders. Information concerning the interests of
Varsity Group participants in the solicitation is set forth in Varsity Groups most recent proxy statement and other public filings with the SEC, and will be set forth in the proxy statement relating to any merger, if one is required to be
filed, and in the solicitation/recommendation statement on Schedule 14D-9 when they become available.
The press release is for information only and is not
an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Varsity Group Inc. common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to
purchase and other related materials, that VGI Acquisition Corp., a subsidiary of Follett Corporation, intends to file with the SEC.
Once filed, Varsity Group 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.
Once filed, Varsity Group shareholders will be able to
obtain the tender statement on Schedule TO, the offer to purchase and related materials with respect to the offer free of charge at the SECs web site at
www.sec.gov
, from the information agent named in the tender offer materials, or
from VGI Acquisition Corp.
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 Inc. For a discussion of other risks facing Varsity Groups business, please refer to the documents filed by Varsity Group Inc. with the United States Securities and Exchange Commission from time to time.
# # #
Contact:
Varsity Group Inc.
Jim Craig
Chief Financial Officer
President and CEO
Email Contact
202-349-1231
2677 Prosperity Ave.
Suite 250
Fairfax, VA, 22031
SchoolOne.com, LLC
Micki Tubbs
President and CEO
Email Contact
216-583-0733
The Idea Center
Building
1375 Euclid Avenue
Suite 500
Cleveland, OH 44115
Additional Information
This Schedule 14D-9 relates to a planned tender offer by VGI Acquisition Corp. (Merger
Sub), a wholly-owned subsidiary of VGI Holdings Corp. (Parent), for all of the outstanding common shares of the Company, to be commenced pursuant to an Agreement and Plan of Merger, dated as of February 22, 2008, by and among
Parent, Merger Sub and the Company and, upon consummation of the tender offer, the merger of the Merger Sub with and into the Company. The information set forth herein is neither an offer to purchase nor a solicitation of an offer to sell shares of
the Company. At the time the tender offer is commenced, Merger Sub intends to file with the Securities and Exchange Commission (the SEC) a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of
transmittal and other documents relating to the tender offer, and the Company intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. In connection with the proposed merger, the
Company expects to file with the SEC a proxy statement, if required by
law.
These documents will contain important terms and information about the tender offer and the merger and shareholders are urged to read them carefully
before deciding whether to tender shares in the offer.
The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of tenders or proxies from
shareholders. Information concerning the interests of the Companys participants in the solicitation is set forth in the Companys most recent proxy statement and other public filings with the SEC, and will be set forth in the
Companys Schedule 14D-9. Information concerning the participants interests will also be set forth in the Companys proxy statement relating to the merger, if a proxy statement is required to be filed in connection with the merger.
Investors will be able to obtain without charge a copy of these documents and other documents filed with the SEC on the SECs
website at www.sec.gov. In addition, investors will be able to obtain a free copy of these documents, once filed with the SEC, by contacting the information agent for the tender offer to be identified in the tender offer documents. Also, free copies
of the documents filed by the Company can be obtained by contacting Varsity Group Inc., Attention: Investor Relations, 2677 Prosperity Ave, Suite 250, Fairfax, Virginia 22031.
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