Scholastic Corporation (the “Company” or “Scholastic”) (NASDAQ:CLOSE), the global children’s publishing, education and media company, today announced the launch of a modified “Dutch Auction” tender offer to purchase up to $75 million of its common shares at a minimum price of $35.00 per Share or more than $40.00 per share known to the seller in cash, net of any withholding taxes and no interest. The number of shares proposed for purchase in the tender offer (at a minimum purchase price of $35.00 per share) represents approximately 6.5% of Scholastic’s currently outstanding common shares. The closing price per share of Scholastic common stock on the Nasdaq Stock Exchange on Monday, October 24, 2022, the last full day of trading prior to the commencement of the tender offer, was $37.13 per share. The tender offer is being made in accordance with and subject to the terms and conditions set forth in the tender offer, the related letter of transmittal and other related tender offer documentation, as may be amended or supplemented from time to time.
The tender offer will expire on Tuesday, November 22, 2022 at 12:00 p.m., end of day New York City time, unless the tender offer is extended or terminated by the Company. Tenders of Shares must be made prior to the expiration of the Tender Offer and may be withdrawn at any time prior to the Tender Offer expiration, each in accordance with the procedures described in the Tender Offer and related letter of transmittal and other related Tender Offer materials distributed to shareholders.
Under the terms and subject to the terms of the tender offer, Scholastic shareholders will have the option to offer some or all of their common shares at any price or any number of prices within the price range set by Scholastic. Based on the number of shares duly tendered and the prices provided by the offering shareholders, Scholastic will determine the lowest price per share within the range that would allow it to purchase up to $75 million of its common stock, or less if the offer does not apply to fully subscribed. If shareholders properly tender in excess of $75 million worth of shares at the stated price, Scholastic will purchase a pro rata of the common shares tendered by such shareholders, subject to the “odd lot” and conditional tender bid provisions described in the tender. In accordance with the regulations of the Securities and Exchange Commission, the Company also reserves the right to acquire up to 2% of its outstanding common shares pursuant to and without amending or extending the tender offer.
All shares accepted for payment will be purchased at the same purchase price, regardless of whether a shareholder has offered those shares at a lower price within the range. Shareholders will receive the purchase price in cash less any withholding taxes and without interest for shares that have been duly tendered (and not canceled) shortly after the end of the takeover offer. Any shares offered at prices in excess of the purchase price will not be acquired and will be promptly returned to the offering shareholders. The takeover offer is not subject to a minimum number of shares tendered and is not subject to any financing conditions. However, the takeover offer is subject to a number of other conditions, which are specified in the purchase offer.
BofA Securities, Inc. and Wells Fargo Securities, LLC will act as dealer managers for the tender offer. Questions regarding the tender offer may be directed to BofA Securities, Inc. at (888) 803-9655 or Wells Fargo Securities, LLC at (833) 690-2713. Georgeson LLC is acting as information agent for the tender offer and Computershare Trust Company, NA will act as depositary for the tender offer. For more information about the tender offer, please contact Georgeson Inc. at (866) 391-6921.
Neither Scholastic Corporation nor any member of its board of directors, the dealer managers, the information agent or the depositary makes any recommendation to shareholders as to whether or not to offer their shares in the tender offer, or as to the price or prices , to which shareholders can tender their shares. Shareholders must make their own decisions about how many shares to offer, if any, and at what price to offer their shares for purchase through Scholastic within the stated range. Shareholders should consult their financial and tax advisers in making this determination.
THE DIRECTORS OF SCHOLASTIC HAVE INFORMED SCHOLASTIC THAT THEY DO NOT INTEND TO OBTAIN COMMON STOCK UNDER THE OFFERING. IN ADDITION, THE SPECIAL SCHOLASTIC EXECUTOR FOR THE ESTATE OF M. RICHARD ROBINSON, JR. AND SCHOLASTIC’S EXECUTIVE OFFICERS HAVE ALSO INFORMED SCHOLASTIC THAT THEY DO NOT INTEND TO OBTAIN COMMON STOCKS UNDER THE OFFERING.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL ANY SCHOLASTIC COMMON STOCK. THE TAKEOVER OFFER WILL BE MADE ONLY PURSUANT TO THE OFFER, LETTER AND RELATED MATERIALS THAT SCHOLASTIC WILL DISTRIBUTE TO ITS SHAREHOLDERS AND FILE WITH THE SECURITIES AND BILLS COMMISSION. SHAREHOLDERS AND INVESTORS SHOULD READ THE OFFER, THE LETTER AND RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF THE OFFER. SHAREHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY BEFORE MAKING ANY DECISION REGARDING THE TAKEOVER OFFER.
Holders of common stock may obtain the tender offer documentation free of charge at the Company’s website at investor.scholastic.com or on the SEC’s website at www.sec.gov. In addition, holders of common stock may request copies of the offer materials, the offer to purchase, the related letter of transfer and other documentation submitted for the tender offer, free of charge, by contacting Georgeson LLC, the offer information agent, by telephone toll-free. toll-free at (866) 391-6921 or by writing to 1290 Avenue of the Americas, 9th Floor New York, NY 10104.
About Scholastic
For more than 100 years, the Scholastic Corporation (NASDAQ:CLOSE) has promoted the personal and intellectual growth of all children, starting with literacy. Scholastic has earned a reputation as a trusted partner for educators and families and is the world’s largest publisher and distributor of children’s books, a leading provider of literacy curriculum, professional services and classroom magazines, and a producer of children’s educational and entertainment media. The company creates and distributes best-selling books and e-books, printed and technology-based learning programs for children from grades 12 through 12, and other products and services that enhance children’s learning and literacy skills both in school and in college support at home. With 15 international offices and exports to 165 countries, Scholastic makes quality and affordable books available to all children around the world through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail and online. Learn more at www.scholastic.com.
Forward-Looking Statements
This press release contains certain forward-looking statements, which relate to future periods. Such forward-looking statements are subject to various risks and uncertainties, including the conditions of the children’s book and educational materials markets generally and the acceptance of the Company’s products in those markets, as well as other risks and factors identified from time to time in the Company’s filings with the Securities and Exchange Commission. Actual results could differ materially from those currently anticipated.
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