Follett Corporation Extends Tender Offer Period to Acquire Varsity Group Inc.
April 07 2008 - 9:45AM
PR Newswire (US)
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 shares. 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 http://www.sec.gov/.
DATASOURCE: Follett Corporation CONTACT: Tom Kline of Follett
Corporation, +1-708-437-2053 Web site: http://www.follett.com/
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