Follett is on the cusp of acquiring VSTY:
Follett Corporation Successfully Completes Tender Offer for Varsity Group
Monday April 14, 8:45 am ET
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 - News; "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of Varsity Group, including 5,596 shares tendered under guarantied delivery procedures, had been tendered and not withdrawn, representing approximately 85% of the outstanding Varsity Group common stock.
All shares that were validly tendered and not withdrawn have been accepted for purchase, and Follett will promptly pay for all such shares in accordance with the tender offer.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.
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