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This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares. The Offer is made solely by the Offer to Purchase, dated
August 10, 2000, and the related Letter of Transmittal, and any amendments or
supplements to the Offer to Purchase or Letter of Transmittal. The Offer is not
being made to, nor will tenders be accepted from or on behalf of, holders of
Shares in any jurisdiction in which the making or acceptance of offers to sell
Shares would not be in compliance with the laws of that jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of Sylvan Learning Systems, Inc. by Credit Suisse First Boston
Corporation ("Credit Suisse First Boston"), the Dealer Manager, or one or more
registered brokers or dealers licensed under the laws of that jurisdiction.
Notice of Offer to Purchase for Cash
by
Sylvan Learning Systems, Inc.
up to 6,000,000 Shares of its Common Stock
(Including the Associated Preferred Stock Purchase Rights)
at a Purchase Price not Greater than $15.00 nor
Less than $13.50 Per Share
Sylvan Learning Systems, Inc., a Maryland corporation ("Sylvan"), is
offering to purchase for cash up to 6,000,000 shares of its common stock, $0.01
par value per share (including the associated preferred stock purchase rights,
the "Shares"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 10, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together, as they may be amended and
supplemented from time to time, constitute the "Offer"). Sylvan is inviting its
shareholders to tender their Shares at prices specified by the tendering
shareholders that are not greater than $15.00 nor less than $13.50 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions of the Offer. The Offer is not conditioned on any minimum number of
Shares being tendered. The Offer is, however, subject to other conditions set
forth in the Offer to Purchase and the related Letter of Transmittal.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON THURSDAY, SEPTEMBER 7, 2000, UNLESS THE OFFER IS
EXTENDED.
Sylvan's Board of Directors has approved the offer. However, neither
Sylvan nor its Board of Directors nor the Dealer Manager is making any
recommendation to its shareholders as to whether to tender or refrain from
tendering their Shares or as to the price or prices at which shareholders may
choose to tender their Shares. Shareholders must make their own decision as to
whether to tender their Shares and, if so, how many Shares to tender and the
price or prices at which such Shares should be tendered. Sylvan's directors
and executive officers have advised Sylvan that they do not intend to tender
any Shares in the Offer.
As soon as practicable following the "expiration date" (as defined below),
Sylvan will, upon the terms and subject to the conditions of the Offer,
determine the single per Share price, not in excess of $15.00 nor less than
$13.50 per Share, that it will pay for Shares properly tendered under the
Offer, taking into account the number of Shares so tendered and the prices
specified by tendering shareholders. Sylvan will select the lowest purchase
price (the "Purchase Price") that will allow it to purchase 6,000,000 Shares,
or such lesser number of Shares as are properly tendered (and not properly
withdrawn) pursuant to the Offer. All Shares properly tendered (and not properly
withdrawn) prior to the "expiration date" (as defined below) at prices at or
below the Purchase Price will be purchased at the Purchase Price, upon the terms
and subject to the conditions of the Offer, including the "odd lot" and
proration provisions.
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Under no circumstances will interest be paid on the Purchase Price for the
Shares, regardless of any delay in making such payment. All Shares acquired in
the Offer will be acquired at the Purchase Price regardless of whether the
shareholder selected a lower price. The term "expiration date" means 12:00
Midnight, Eastern time, on Thursday, September 7, 2000, unless Sylvan, in
its sole discretion, shall have extended the period of time during which the
Offer will remain open, in which event the term "expiration date" shall refer to
the latest time and date at which the Offer, as so extended by Sylvan, shall
expire. Sylvan reserves the right, in its sole discretion, to purchase more
than 6,000,000 Shares under the Offer subject to applicable law. For purposes
of the Offer, Sylvan will be deemed to have accepted for payment (and
therefore purchased) Shares properly tendered and not properly withdrawn,
subject to the "odd lot" and proration provisions of the Offer, only when, as
and if Sylvan gives oral or written notice to First Union National Bank, the
depositary of the Offer, of its acceptance for payment of such Shares under the
Offer. Payment for Shares tendered and accepted for payment under the Offer will
be made only after timely receipt by the depositary of certificates for such
Shares or a timely confirmation of a book-entry transfer of such Shares into the
depositary's account at the "book-entry transfer facility" (as defined in the
Offer to Purchase), a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile of the Letter of Transmittal), an Agent's
Message (as defined in the Offer to Purchase) in the case of a book-entry
transfer, or the specific acknowledgement in the case of a tender through the
Automated Tender Offer Program of the Book-Entry Transfer Facility (as defined
in the Offer to Purchase) and any other documents required by the Letter of
Transmittal.
Upon the terms and subject to the conditions of the Offer, if more than
6,000,000 Shares, or such greater number of Shares as Sylvan may elect to
purchase subject to applicable law, have been properly tendered (and not
properly withdrawn) prior to the expiration date at prices at or below the
Purchase Price, Sylvan will purchase properly tendered Shares on the
following basis: (1) all Shares properly tendered and not properly withdrawn
prior to the expiration date by any "odd lot holder" (as defined in the Offer to
Purchase) who (a) tenders all Shares owned beneficially or of record by such odd
lot holder at a price at or below the Purchase Price (partial tenders will not
qualify for this preference) and (b) completes the section entitled "Odd Lots"
in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed
Delivery and (2) after the purchase of all of the foregoing Shares, all other
Shares properly tendered at prices at or below the Purchase Price and not
properly withdrawn prior to the expiration date, on a pro rata basis, with
appropriate adjustments to avoid purchases of fractional Shares. All other
Shares that have been tendered and not purchased will be returned to the
shareholder as promptly as practicable after the expiration date.
Sylvan expressly reserves the right, in its sole discretion, at any time
and from time to time, to extend the period of time during which the Offer is
open and thereby delay acceptance for payment of, and payment for, any Shares by
giving oral or written notice of such extension to the depositary and making a
public announcement thereof no later than 9:00 a.m., Eastern time, on the next
business day after the previously scheduled expiration date. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer and to the right of a tendering shareholder to withdraw
such shareholder's Shares.
Sylvan is making the Offer because (1) Sylvan believes that its Shares
continue to be undervalued in the public market, (2) Sylvan believes that the
Offer is consistent with its long-term corporate goal of increasing shareholder
value, (3) the Offer is a prudent use of its financial resources given its
recently announced business strategy, as well as its assets and current market
price, and (4) Sylvan believes that investing in its own Shares is an attractive
use of capital and an efficient means to provide value to its shareholders. In
addition, where Shares are tendered by the registered owner thereof directly to
the depositary pursuant to the Offer, the sale of those Shares in the Offer will
permit the seller to avoid the usual transaction costs associated with open
market sales.
Tenders of Shares under the Offer are irrevocable, except that tendered
Shares may be withdrawn at any time prior to the expiration date and, unless
previously accepted for payment by Sylvan under the Offer, may also be
withdrawn at anytime after 12:00 Midnight, Eastern time, on Thursday,
October 5, 2000. For withdrawal to be effective, a written, telegraphic
or facsimile transmission notice of withdrawal must be timely received by First
Union at its address set forth on the back cover page of the Offer to Purchase.
Any such notice of withdrawal must specify the name of the tendering
shareholder, the number of Shares to be withdrawn and the name of the registered
holder of such Shares. If the certificates for Shares to be withdrawn have been
delivered or otherwise identified to the depositary, then, before the release of
such certificates, the serial numbers shown on such certificates must be
submitted to the depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an "eligible guarantor institution" (as defined in the
Offer to Purchase), unless such Shares have been tendered for the account of an
eligible guarantor institution. If Shares have been tendered pursuant to the
procedure for book-entry transfer set forth in the Offer to Purchase, any notice
of withdrawal also must specify the name and the number of the account at the
book-entry transfer facility to be credited with the withdrawn Shares and must
otherwise comply with such book-entry transfer facility's procedures. All
questions as to the form and validity of any notice of withdrawal, including the
time of receipt, will be determined by Sylvan, in its sole discretion, whose
determination will be final and binding. None of Sylvan, First Union as the
depositary, D.F. King &
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Co., Inc. as the information agent, Credit Suisse First Boston as Dealer Manager
or any other person will be under any duty to give notification of any defects
or irregularities in any tender or notice of withdrawal or incur any liability
for failure to give any such notification.
In certain circumstances, some tendering shareholders whose Shares are
purchased in the Offer may be treated for U.S. federal tax purposes as having
received an amount taxable as a distribution or dividend rather than as a
capital gain or loss. Shareholders are strongly encouraged to read the Offer to
Purchase for additional information regarding the U.S. federal tax consequences
of participating in the Offer.
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference to the Offer to Purchase.
The Offer to Purchase and the related Letter of Transmittal are being
mailed promptly to record holders of Shares whose names appear on Sylvan's
shareholder list and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the shareholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information. Shareholders should read them carefully before making any
decision regarding the Offer.
No fees or commissions will be payable by Sylvan to brokers, dealers,
commercial banks or trust companies for soliciting tenders of Shares under the
Offer (other than fees or reimbursements described in the Offer to Purchase).
Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective telephone numbers and addresses
set forth below. Additional copies of the Offer to Purchase, the Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from the
Information Agent at the address and telephone number set forth below and will
be promptly furnished at the expense of Sylvan. Shareholders may also contact
their broker, dealer, commercial bank, trust company or nominee for assistance
concerning the Offer. To confirm delivery of Shares, shareholders are directed
to contact the depositary.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street, 20th Floor
New York, New York 10005
Banks and Brokers Call Collect (212) 269-5550
All Others Call Toll Free (800) 207-2014
The Dealer Manager for the Offer is:
Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010-3629
Toll Free: 800-881-8320
August 11, 2000
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