Varsity Brands announced that it is mailing a Proxy Statement to all holders of record of Varsity Brand's common stock as of August 4, 2003, in connection with a special meeting of stockholders of Varsity Brands, Inc. to be held on September 15, 2003 in New York City for the purpose of approving the proposed merger pursuant to which the Company would be acquired by a wholly-owned subsidiary of an affiliate of Leonard Green & Partners, L.P. together with members of the Company's Senior Management.
The Company also announced that it has commenced a cash tender offer for all of its outstanding 10-1/2% Senior Notes due 2007. Under the terms of the tender offer, which commenced today, the Company will purchase outstanding Securities at a purchase price of $1,037.50 per $1,000 principal amount at maturity. The purchase price payment includes a consent fee paid only for Securities validly tendered prior to a “consent payment deadline”, which is expected to be 5:00 p.m., New York City time, on August 26, 2003, unless extended. The consent fee will be an amount equal to .25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.
In connection with the offer, the Company is also seeking consents to certain proposed amendments to the Indenture under which the Securities were issued.
The offer will expire at 5:00 p.m., New York City time, on September 12, 2003, unless extended or earlier terminated. Payment for tendered Securities will be made in same day funds on the first business day following expiration of the offer, or as soon thereafter as practicable.
