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FOR IMMEDIATE RELEASE
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Sylvan Contacts: Sean Creamer
Investor Relations
(410) 843-8991
SYLVAN LEARNING SYSTEMS, INC. ANNOUNCES TENDER OFFER FOR ITS COMMON STOCK
Baltimore, Maryland, August 10, 2000 - Sylvan Learning Systems, Inc.
(NASDAQ: SLVN) today announced that it has commenced a "Dutch Auction" tender
offer to purchase up to 6 million shares, or approximately 14.3 percent, of its
outstanding common stock. The company intends to finance the repurchase with a
portion of the proceeds of the sale of its computer-based testing division,
known as Prometric, and the sale of its 5% Convertible Subordinated Debentures.
According to Douglas Becker, CEO of Sylvan, "Our recently announced
strategy emphasizes both the opportunity to grow our core educational services
operating businesses and the significant investment potential of Sylvan
Ventures, our Internet "e-learning" Incubator. We believe that this strategy
will enable us to maximize shareholder value. We are making the offer to buy
back our shares because we believe that our shares continue to be undervalued in
the public market and that the offer is consistent with our long-term
corporate goal of increasing shareholder value."
Sylvan plans to repurchase up to 6 million shares of its common
stock at a single, per-share price within a price range of $13.50 to
$15.00 per share. Under the terms of the offer, shareholders will have the
opportunity to tender all or a portion of their shares at a price within this
specified price range. The closing price of Sylvan's common stock on Wednesday,
August 9, 2000, was $13.625 per share. Shareholders whose shares are
purchased in the offer will be paid the same purchase price net in cash, without
interest, after expiration of the offer period. Sylvan will select the lowest
purchase price that will allow us to buy 6 million shares or, if a lesser
number of shares are properly tendered, all shares that are properly tendered
and not properly withdrawn. All shares acquired in the offer will be acquired at
the same purchase price.
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 will not tender any of their shares in the offer.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF SYLVAN'S COMMON STOCK. THE
SOLICITATION OF OFFERS TO BUY SYLVAN'S COMMON STOCK WILL ONLY BE MADE PURSUANT
TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT SYLVAN WILL BE SENDING OUT
TO ITS SHAREHOLDERS SHORTLY. SHAREHOLDERS
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SHOULD READ THOSE MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS TO THE OFFER.
The tender offer will expire on Thursday, September 7, 2000, at 12:00
Midnight, Eastern time, unless the company elects to extend the offer. The offer
is subject to various conditions described on the Offer to Purchase.
About Sylvan Learning Systems
Sylvan Learning Systems, Inc. (www.sylvan.net) is the leading provider of
educational services to families, schools and industry. The Sylvan Learning
Centers and Education Solutions provide personalized instruction services to K-
12 students through direct consumer relationships and under contract to school
systems. Sylvan provides courses to adult students throughout the world in the
areas of English language, teacher training and accredited university offerings
through the Wall Street Institute/ ASPECT, Canter and Sylvan International
Universities subsidiaries. Sylvan Ventures, Sylvan's new e-learning investment
vehicle, focuses on bringing emerging Internet technology solutions to the
education and training marketplace. Through its affiliate, Caliber Learning
Network, Inc. (NASDAQ:CLBR), Sylvan also has the ability to distribute world-
class adult professional education and training programs.
This release may include information that could constitute forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Any such forward-looking statements may involve
risk and uncertainties that could cause actual results to differ materially from
any future results encompassed within the forward-looking statements. Factors
that could cause or contribute to such differences include those matters
disclosed in the Company's Securities and Exchange Commission filings.
