Riverdeep Interactive Learning USA, Inc. Announces Cash Tender Offer and Consent Solicitation of Certain Outstanding Notes of Houghton Mifflin Company and HM Publishing Corp.

San Francisco, November 29 (ots/PRNewswire) -

Riverdeep Interactive Learning USA, Inc. (the "Company") announced
today that it has commenced tender offers (the "Offers") to purchase
for cash any and all of its outstanding 8.250% Senior Notes due 2011
(CUSIP No. 441560AK5), 9.875% Senior Subordinated Notes due 2013
(CUSIP No. 441560AL3) and 11.500% Senior Discount Notes due 2013
(CUSIP No. 40425LAC0) (collectively, the "Notes") and consent
solicitations (the "Solicitations") for certain proposed amendments
to the indentures 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., New York City 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., New York
City time, on December 12, 2006 but at or prior to 5:00 p.m., New
York City 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 which, among other
things, eliminate substantially all of the restrictive covenants and
certain events of default contained in the indentures 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 "Tender Offer Consideration" for each US$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 on the U.S. Treasury Note (the
"Reference Security"), as calculated by Credit Suisse Securities
(USA) LLC, in accordance with standard market practice, based on the
bid side price for the applicable Reference Security as of 10:00
a.m., New York City 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) US$30.00 per
US$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 following table sets forth the Reference Treasury Security and
fixed spread to be used in calculating the Tender Offer
Consideration:

(all figures in US$)
Aggregate Fixed
Principal Reference Bloomberg Spread
Title of CUSIP Amount Treasury Reference (basis
Security Number Outstanding Security Page points)
8.250% 441560AK5 $600,000,000 3.375% due PX3 50
Senior 2/28/07
Notes Due
2011
9.875% 441560AL3 $400,000,000 4.625% due PX4 50
Senior 2/29/08
Subordinated
Notes Due
2013
11.500% 40425LAC0 $265,000,000 4.875% due PX4 50
Senior 10/31/08
Discount
Notes Due
2013

The "Total Consideration" is equal to the Tender Offer
Consideration plus the consent payment equal to US$30.00 for each
US$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 Offers is conditioned upon, among other
things, completion of 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 Offers. Subject to applicable
law, the Company may waive any condition applicable to the Offers and
extend or otherwise amend the Offers.

Credit Suisse Securities (USA) LLC is the dealer manager for the
Offers and solicitation agent for the Solicitations. Questions about
the Offers should be directed to Credit Suisse Securities (USA) LLC,
by calling toll-free at +1-800-820-1653 or collect at
+1-212-325-7596. The depositary and tender agent for the Offers is
D.F. King & Co. Inc.. Requests for additional sets of the Offer
materials may be directed to D.F. King & Co. Inc., by calling
toll-free at +1-800-769-7666 .

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 Offers and Solicitations
are only made pursuant to the terms of the Statement, dated November
29, 2006 and the related Letters of Transmittal dated November 29,
2006.

This news release contains forward-looking statements. Actual
results could differ materially from those contemplated by such
forward-looking statements as a result of any number of factors and
uncertainties, many of which factors may be beyond the Company's
control. Undue reliance should not be placed upon forward-looking
statements and we undertake no obligation to update those statements.

ots Originaltext: Riverdeep Interactive Learning USA, Inc.
Im Internet recherchierbar: http://www.presseportal.de

Contact:
Tom Long, +1-212-493-6920, for Riverdeep Interactive Learning USA,
Inc.


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