Riverdeep Interactive Learning USA, Inc.

Riverdeep Interactive Learning USA, Inc. Announces Cash Tender Offer and Consent Solicitation of Certain Outstanding Notes of Houghton Mifflin Company and HM Publishing Corp.

    San Francisco, November 29 (ots/PRNewswire) -

    Riverdeep Interactive Learning USA, Inc. (the "Company") announced today that it has commenced tender offers (the "Offers") to purchase for cash any and all of its outstanding 8.250% Senior Notes due 2011 (CUSIP No. 441560AK5), 9.875% Senior Subordinated Notes due 2013 (CUSIP No. 441560AL3) and 11.500% Senior Discount Notes due 2013 (CUSIP No. 40425LAC0) (collectively, the "Notes") and consent solicitations (the "Solicitations") for certain proposed amendments to the indentures 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., New York City 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., New York City time, on December 12, 2006 but at or prior to 5:00 p.m., New York City 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 which, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained in the indentures 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.

    The "Tender Offer Consideration" for each US$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 on the U.S. Treasury Note (the "Reference Security"), as calculated by Credit Suisse Securities (USA) LLC, in accordance with standard market practice, based on the bid side price for the applicable Reference Security as of 10:00 a.m., New York City 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) US$30.00 per US$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 following table sets forth the Reference Treasury Security and fixed spread to be used in calculating the Tender Offer Consideration:

@@start.t1@@      (all figures in US$)
                                                    Aggregate                                              Fixed
                                                    Principal        Reference  Bloomberg    Spread
      Title of              CUSIP          Amount            Treasury    Reference    (basis
      Security              Number         Outstanding    Security        Page         points)
      8.250%                441560AK5      $600,000,000      3.375% due    PX3            50
      Senior                                                                2/28/07
      Notes Due
      2011
      9.875%                441560AL3      $400,000,000      4.625% due    PX4            50
      Senior                                                                 2/29/08
      Subordinated
      Notes Due
      2013
      11.500%              40425LAC0      $265,000,000      4.875% due    PX4            50
      Senior                                                                 10/31/08
      Discount
      Notes Due
      2013@@end@@

    The "Total Consideration" is equal to the Tender Offer Consideration plus the consent payment equal to US$30.00 for each US$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 Offers is conditioned upon, among other things, completion of 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 Offers. Subject to applicable law, the Company may waive any condition applicable to the Offers and extend or otherwise amend the Offers.

    Credit Suisse Securities (USA) LLC is the dealer manager for the Offers and solicitation agent for the Solicitations. Questions about the Offers should be directed to Credit Suisse Securities (USA) LLC, by calling toll-free at +1-800-820-1653 or collect at +1-212-325-7596. The depositary and tender agent for the Offers is D.F. King & Co. Inc.. Requests for additional sets of the Offer materials may be directed to D.F. King & Co. Inc., by calling toll-free at +1-800-769-7666 .

    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 Offers and Solicitations are only made pursuant to the terms of the Statement, dated November 29, 2006 and the related Letters of Transmittal dated November 29, 2006.

    This news release contains forward-looking statements. Actual results could differ materially from those contemplated by such forward-looking statements as a result of any number of factors and uncertainties, many of which factors may be beyond the Company's control. Undue reliance should not be placed upon forward-looking statements and we undertake no obligation to update those statements.

ots Originaltext: Riverdeep Interactive Learning USA, Inc.
Im Internet recherchierbar: http://www.presseportal.ch

Contact:
Tom Long, +1-212-493-6920, for Riverdeep Interactive Learning USA,
Inc.



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