Riverdeep Holdings Limited

Riverdeep Holdings Limited Announces Cash Tender Offer and Consent Solicitation of Outstanding Senior Notes of Riverdeep Group Limited

    Dublin, Ireland, November 29 (ots/PRNewswire) -

    Riverdeep Holdings Limited (the "Company") announced today that it has commenced a tender offer (the "Offer") to purchase for cash any and all of its outstanding euro 300,000,000 principal 9.25% Senior Notes due 2011 (ISIN No. XS0188940505/XS0188941065) (the "Notes") and consent solicitations (the "Solicitations") for certain proposed amendments to the indenture pursuant to which the Notes were issued.

    Holders of Notes must tender their Notes and deliver their consents at or prior to 5:00 p.m., Central European Time, on December 12, 2006, unless such date is extended or earlier terminated, to be eligible to receive the Total Consideration (as defined hereafter). Holders of Notes who tender their Notes after 5:00 p.m., Central European Time, on December 12, 2006 but at or prior to 5:00 p.m., Central European Time, on December 28, 2006, unless such date is extended or earlier terminated, will be eligible to receive the Tender Offer Consideration (as defined hereafter). Holders who tender Notes must also deliver consents to the proposed amendments to which, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Notes. Holders may not deliver consents without also tendering their Notes and holders who have validly tendered their Notes will be deemed by such tender to have delivered their consents.

@@start.t1@@      The Offer timeline is as follows:
      Event                                        Calendar Date
      Launch Date                              November 29, 2006
      Consent Date                            December 12, 2006, 5:00 p.m.,
                                                        Central European Time
      Price Determination Date         December 13, 2006
      Early Acceptance Time              Expected to be December 13, 2006
      Early Payment Date                  Expected to be December 14, 2006
      Expiration Date                        December 28, 2006, at 5:00 p.m., Central
                                                        European Time
      Final Acceptance Time              Promptly following the Expiration Date, and
                                                        is expected to be December 29, 2006
      Final Payment Date                  December 29, 2006@@end@@

    The "Tender Offer Consideration" for each euro 1,000 principal amount of Notes tendered and accepted for purchase pursuant to the Offer, will be determined as specified in the Offer to Purchase and Consent Solicitation Statement of the Company, dated November 29, 2006 (the "Statement"), on the basis of a yield to the applicable first redemption date equal to the sum of (a) the present value on the Early Payment Date (as defined in the Statement) or the Final Payment Date (as defined in the Statement) (minus accrued interest), as the case may be, of (A) the applicable first redemption price and (B) the remaining scheduled interest payments on the Notes to and including the applicable first redemption date, in each case determined in accordance with standard market practice on the basis of a yield to the applicable first redemption date equal to the sum of (x) the yield to maturity of the BKO (Bundesschatzanweisungen) 2.50% 23-March-07 (the "Reference Security"), as calculated by Credit Suisse Securities (Europe) Limited, in accordance with standard market practice, based on the bid side price for the applicable Reference Security as of 10:00 a.m., Central European time, on the Price Determination Date (as defined in the Statement), as displayed on the Bloomberg Government Pricing Monitor on the Bloomberg Reference Page, plus (y) the fixed spread specified for the Notes in the table below, minus (b) euro 30.00 per euro 1,000 principal amount of the Notes, which is equal to the Consent Payment (as referred to below). In addition, Holders who validly tender and do not validly withdraw their Notes, and validly deliver and do not validly revoke their Consents, will also be paid accrued and unpaid interest up to, but not including the early payment date or the final payment date, as the case may be.

    The "Total Consideration" is equal to the Tender Offer Consideration plus the consent payment equal to euro 30.00 for each euro 1,000 principal amount of Notes (the "Consent Payment") for which consents have been validly delivered and not validly revoked prior to the consent date.

    The consummation of the Offer is conditioned upon, among other things, completion of the HM Rivergroup PLC's acquisition of Houghton Holdings, Inc., including the related financing transactions to be entered into in connection therewith. If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, or may delay the acceptance for payment of, any tendered notes, and may terminate the Offer. Subject to applicable law, the Company may waive any condition applicable to the Offer and extend or otherwise amend the Offer.

    Credit Suisse Securities (Europe) Limited is dealer manager for the Offer and solicitation agent for the Solicitations. Questions about the Offer should be directed to Credit Suisse Securities (Europe) Limited, at +4420- 7883-6748. The tender agent for the offer is Deutsche Bank AG, London Branch. Requests for the Statement may be directed to Deutsche Bank AG, London Branch at +4420-7547-5000.

    This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes in any state or jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities law of any such state or other jurisdiction. The Offer and Solicitation are only made pursuant to the terms of the Statement, dated November 29.

    The Offer is not being made in the Republic of Italy. The Offer and the Statement relating thereto nor any of the information contained therein constitutes an offer or an invitation to offer to sell or a promotional message of any form to any person (natural or legal) resident in the Republic of Italy to purchase, exchange or acquire the Notes, within the meaning of articles 1, lett. (v), and 102. ff, of Legislative Decree February 24, 1998, n. 58. The Offer is not being made and will not be made directly or indirectly, in or into, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange publicly or privately available in the Republic of Italy. An Offer to sell should not be made pursuant to the Offer by any such use, means, instrument or facility or from within the Republic of Italy. Doing so may render invalid any purported offer to sell. Accordingly, copies of this Office to Purchase and any related documents should not be mailed or otherwise forwarded, distributed or sent in, into or from the Republic of Italy and persons receiving such documents must not forward, distribute or send them in, into or from the Republic of Italy. Therefore, Holders are hereby notified that, to the extent such Holders are Italian residents or are located in the Republic of Italy, the Offer is not available to them and, as such, any acceptance instruction on whatever form received from such person shall be void. Any person who may have a legal or contractual obligation to forward the Statement and any related offer documents in the Republic of Italy should read the Statement before doing so. No prospectus will be lodged with, or registered by, the Commissione Nazionale per le Societa e la Borsa (CONSOB) in respect of the Offer. Accordingly, neither the Statement nor any other material relating to the Offer may by distributed or made available in the Republic of Italy.

    There are restrictions on the availability of the Offer in the United Kingdom, France and Belgium as more fully set out in the Statement.

ots Originaltext: Riverdeep Holdings Limited
Im Internet recherchierbar: http://www.presseportal.ch

Contact:
Tom Long for Riverdeep Holdings Limited, +1-212-493-6920



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