SCHOLASTIC CORP SCHL

expiry = 2022-11-22...to $75 Million of its Shares of Common Stock, par value $0.01, at a Cash Purchase Price Not More than $40.00 per Share Nor Less than $35.00 per Share CUSIP: 807066105 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON NOVEMBER 22, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Scholastic Corporation, a Delaware corporation (“Scholastic,” the “Company,” “we,” “us” or “our”), is offering to purchase up...

listed = True...to the Offer is 1,875,000. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, AND THE OFFER IS NOT SUBJECT TO A FINANCING CONDITION. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. The Shares are listed and traded on the NASDAQ Stock Market (“NASDAQ”) under the trading symbol “SCHL”. On October 24, 2022, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $37.13 per Share, which is above the $35.00 per Share lower end of the price range for the Offer. Accordingly, an election to accept the Purchase Price determined in the...

mechanism = DUTCH...at a prompt deployment of our investable cash for this purpose is in the best interests of our shareholders. The Offer provides a mechanism for completing a sizeable repurchase of Shares more rapidly than would be possible through open market repurchases. The modified Dutch auction tender offer set forth in this Offer to Purchase provides our shareholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in the Company, if they so elect. The Offer also provides our shareholders with an efficient way to sell their Shares without incurring...

must_tender_all = True...s has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; • second, after purchasing all Odd Lots that were properly tendered at or below th...

price = USD 35.0-40.0...ommonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Shares. The price range for the Offer is $35.00 to $40.00 per Share. We will select the single lowest purchase price (in increments of $0.20), not greater than $40.00 nor less than $35.00 per Share, that will allow us to purchase up to $75 million in value of Shares at such pr...

priority = True...If the conditions to the Offer have been satisfied or waived and more than $75 million in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; •...

threshold = 100...e Offer have been satisfied or waived and more than $75 million in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; •...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d288498dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE BY SCHOLASTIC CORPORATION Up to $75 Million of its Shares of Common Stock, par value $0.01, at a Cash Purchase Price Not More than $40.00 per Share Nor Less than $35.00 per Share CUSIP: 807066105 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON NOVEMBER 22, 2022, UNLESS THE OFFE...