FOR IMMEDIATE RELEASE
20 JANUARY 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO
OR FROM AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD
BE UNLAWFUL TO DO SO
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Recommended Cash Offer
to be made (outside the United States) by
GOODBODY CORPORATE FINANCE
and
X.X. XXXXXX PLC
on behalf of
HERTAL ACQUISITIONS PLC
and (in the United States)
by
HERTAL ACQUISITIONS PLC
for
RIVERDEEP GROUP PLC
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1 INTRODUCTION
The directors of Hertal announce that all of the Pre-conditions to the
Offer to be made by Hertal for Riverdeep have been satisfied.
2 SATISFACTION OF PRE-CONDITIONS
2.1 In satisfaction of Pre-condition 1, each of Xxxxxxx XxXxxxxx, Xxxxx
X'Xxxxxxxxx xxx Lifetime Learning Limited have entered into the
Acquisition Agreements.
2.2 In satisfaction of Pre-condition 2, Xxxxxxx XxXxxxxx has entered into
the Underwriting Agreement with Xxxxxx.
2.3 In satisfaction of Pre-condition 3, Hertal has received:
(a) an irrevocable undertaking from Xxxxxx X. Xxxxxxxx to accept the
Offer and vote in favour of the resolutions to be proposed at the
EGM in respect of the 133,330 Riverdeep Shares held by him; and
(b) an irrevocable undertaking from Xxxx X. Xxxxxxx to accept the
Offer and vote in favour of the resolutions to be proposed at the
EGM in respect of any Riverdeep Shares acquired by her on
exercise of any of the 2,350,000 Riverdeep Share Options held by
her.
3 OTHER INFORMATION
3.1 The conditions of the Offer are contained in the full text of the
pre-conditional announcement issued by Hertal earlier today
("Pre-conditional Announcement"). Terms defined in the Pre-conditional
Announcement have the same meaning in this announcement.
3.2 This announcement together with the Pre-conditional Announcement
constitutes a firm intention to make the Offer for the purposes of
Rule 2.5 of the Irish Takeover Rules.
Enquiries:
Hertal Acquisitions plc Telephone: x000 0 000 0000
Xxxxx X'Xxxxxxxxx
Goodbody Corporate Finance Telephone: x000 0 000 0000
Xxxxx X'Xxxxx
Xxxxxxx Xxxxxxx
JPMorgan Telephone: x00 000 000 0000
Xxxxx Xxxxx
Xxxxx Xxxxxxxx
WHPR Telephone: x000 0 000 0000
Xxxx Xxxxx
Riverdeep Group plc Telephone: x000 0 000 0000
Xxxx X'Xxxxx
Xxxxx Xxxxxxxx
Xxxx Corporate Finance Telephone: x000 0 000 0000
Xxxx XxXxxxxxxx
Des Xxxxxxxx
Credit Suisse First Boston Telephone: x00 000 000 0000
Xxxx Xxxxxxxx
Xxxxxxxxx Xxxxxxx
Xxxxxx Consultants Telephone: x000 0 000 0000
Xxx Xxxxxx
Xxx Xxxxx
3.3 Goodbody Corporate Finance, which is regulated by the Central Bank of
Ireland, is acting exclusively for Hertal and no one else in
connection with the Offer and will not be responsible to anyone other
than Hertal for providing the protections afforded to clients of
Goodbody Corporate Finance nor for providing advice in relation to the
Offer, the contents of this announcement or any transaction or
arrangement referred to herein.
3.4 JPMorgan, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Hertal as financial
adviser (within the meaning of the Rules of the Financial Services
Authority) and for no one else in connection with the Offer or any
other matter described herein and will not be responsible to anyone
other than Hertal for providing the protections afforded to clients of
JPMorgan or for providing advice in relation to the Offer, or any
matter described herein.
3.5 Davy Corporate Finance, which is regulated by the Central Bank of
Ireland, is acting exclusively for Riverdeep and no one else in
connection with the Offer and will not be responsible to anyone other
than Riverdeep for providing the protections afforded to clients of
Xxxx Corporate Finance nor for providing advice in relation to the
Offer, the contents of this announcement or any transaction or
arrangement referred to herein.
3.6 Credit Suisse First Boston, which is regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Riverdeep and no one else in connection with the Offer and will not be
responsible to anyone other than Rhine for providing the protections
afforded to clients of Credit Suisse First Boston, or for providing
advice in relation to the Offer, the contents of this announcement or
any transaction or arrangement referred to herein.
3.7 This announcement has been approved by JPMorgan for the purposes of
section 21 of the Financial Services and Markets Act 2000 of the
United Kingdom.
3.8 The availability of the Offer to persons outside Ireland may be
affected by the laws of the relevant jurisdiction. Such persons should
inform themselves about and observe any applicable requirements.
Unless otherwise determined by Hertal, the Offer will not be made,
directly or indirectly, in, into or from or by use of the mails of or
by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of inter-state or
foreign commerce of or any facilities of a national securities
exchange of Australia, Canada, Japan or any jurisdiction where it
would be unlawful to do so. Accordingly, copies of this announcement
and any related offering documents are not being, and must not be,
mailed or otherwise distributed or sent in or into or from Australia,
Canada, Japan or any jurisdiction where it would be unlawful to do so
and doing so may invalidate any purported acceptance of the Offer.
3.9 Riverdeep Shareholders and holders of Riverdeep ADSs who are resident
in the United States should note that as Riverdeep is an Irish
incorporated company, the Offer is proposed to be made, for US
purposes, for the securities of a foreign company. The Offer will be
subject to disclosure requirements of a foreign country that are
different from those of the United States. Financial statements
included in the Offer Document, if any, will be prepared in accordance
with foreign accounting standards that may not be comparable to the
financial statements of United States companies. If you choose to
accept the Offer, it may be difficult for you to enforce your rights
and any claim you may have arising under US federal securities laws,
since the issuer is located in a foreign country, and some or all of
its officers and directors may be residents of a foreign country. You
may not be able to sue a foreign company or its officers or directors
in a foreign court for violations of US securities laws. It may be
difficult to compel a foreign company and its affiliates to subject
themselves to a US court's judgment. You should be aware that the
issuer may purchase securities otherwise than under the Offer, such as
in open market or privately negotiated purchases.
3.10 The directors of Hertal, acting in their capacity as such and the
directors of Alchemy Partners (Guernsey) accept responsibility for the
information contained in this announcement, save for that relating to
Riverdeep, the Riverdeep Group, the directors of Riverdeep and members
of their respective immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the
directors of Hertal and the directors of Alchemy Partners (Guernsey)
(all of whom have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
3.11 Xxxxx X'Xxxxxxxxx and Xxxxxxx XxXxxxxx, accept responsibility for the
information contained in this announcement, except for the
recommendations and related opinions of the Independent Directors. To
the best of the knowledge and belief of Xxxxx X'Xxxxxxxxx xxx
Xxxxxxx XxXxxxxx (each of whom has taken all reasonable care to ensure
that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
3.12 This announcement does not constitute an invitation to subscribe for,
or an offer to purchase, any securities.
3.13 Any person who is the holder of 1 per cent or more of any class of
shares in Riverdeep or Hertal may be required to make disclosures
pursuant to Rule 8.3 of the Irish Takeover Rules.
