Riverdeep Holdings Limited Announces Cash Tender Offer and Consent Solicitation of Outstanding Senior Notes of Riverdeep Group Limited

Dublin, Ireland, November 29 (ots/PRNewswire) -

Riverdeep Holdings Limited (the "Company") announced today that it
has commenced a tender offer (the "Offer") to purchase for cash any
and all of its outstanding euro 300,000,000 principal 9.25% Senior
Notes due 2011 (ISIN No. XS0188940505/XS0188941065) (the "Notes") and
consent solicitations (the "Solicitations") for certain proposed
amendments to the indenture 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., Central European 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., Central
European Time, on December 12, 2006 but at or prior to 5:00 p.m.,
Central European 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 to which,
among other things, eliminate substantially all of the restrictive
covenants and certain events of default contained in the indenture
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 Offer timeline is as follows:
Event Calendar Date
Launch Date November 29, 2006
Consent Date December 12, 2006, 5:00 p.m.,
Central European Time
Price Determination Date December 13, 2006
Early Acceptance Time Expected to be December 13, 2006
Early Payment Date Expected to be December 14, 2006
Expiration Date December 28, 2006, at 5:00 p.m., Central
European Time
Final Acceptance Time Promptly following the Expiration Date, and
is expected to be December 29, 2006
Final Payment Date December 29, 2006

The "Tender Offer Consideration" for each euro 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 of the BKO (Bundesschatzanweisungen)
2.50% 23-March-07 (the "Reference Security"), as calculated by Credit
Suisse Securities (Europe) Limited, in accordance with standard
market practice, based on the bid side price for the applicable
Reference Security as of 10:00 a.m., Central European 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) euro 30.00 per euro 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 "Total Consideration" is equal to the Tender Offer
Consideration plus the consent payment equal to euro 30.00 for each
euro 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 Offer is conditioned upon, among other
things, completion of the 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 Offer. Subject to applicable
law, the Company may waive any condition applicable to the Offer and
extend or otherwise amend the Offer.

Credit Suisse Securities (Europe) Limited is dealer manager for
the Offer and solicitation agent for the Solicitations. Questions
about the Offer should be directed to Credit Suisse Securities
(Europe) Limited, at +4420- 7883-6748. The tender agent for the offer
is Deutsche Bank AG, London Branch. Requests for the Statement may be
directed to Deutsche Bank AG, London Branch at +4420-7547-5000.

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 Offer and Solicitation are
only made pursuant to the terms of the Statement, dated November 29.

The Offer is not being made in the Republic of Italy. The Offer
and the Statement relating thereto nor any of the information
contained therein constitutes an offer or an invitation to offer to
sell or a promotional message of any form to any person (natural or
legal) resident in the Republic of Italy to purchase, exchange or
acquire the Notes, within the meaning of articles 1, lett. (v), and
102. ff, of Legislative Decree February 24, 1998, n. 58. The Offer is
not being made and will not be made directly or indirectly, in or
into, whether by mail or by any means or other instrument (including,
without limitation, telephonically or electronically) or any facility
of a national securities exchange publicly or privately available in
the Republic of Italy. An Offer to sell should not be made pursuant
to the Offer by any such use, means, instrument or facility or from
within the Republic of Italy. Doing so may render invalid any
purported offer to sell. Accordingly, copies of this Office to
Purchase and any related documents should not be mailed or otherwise
forwarded, distributed or sent in, into or from the Republic of Italy
and persons receiving such documents must not forward, distribute or
send them in, into or from the Republic of Italy. Therefore, Holders
are hereby notified that, to the extent such Holders are Italian
residents or are located in the Republic of Italy, the Offer is not
available to them and, as such, any acceptance instruction on
whatever form received from such person shall be void. Any person who
may have a legal or contractual obligation to forward the Statement
and any related offer documents in the Republic of Italy should read
the Statement before doing so. No prospectus will be lodged with, or
registered by, the Commissione Nazionale per le Societa e la Borsa
(CONSOB) in respect of the Offer. Accordingly, neither the Statement
nor any other material relating to the Offer may by distributed or
made available in the Republic of Italy.

There are restrictions on the availability of the Offer in the
United Kingdom, France and Belgium as more fully set out in the
Statement.

ots Originaltext: Riverdeep Holdings Limited
Im Internet recherchierbar: http://www.presseportal.de

Contact:
Tom Long for Riverdeep Holdings Limited, +1-212-493-6920


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