Although the Expiration Time is currently scheduled for one minute after 11:59 p.m., New York City
time, on April 1, 2022, the Offer will not be consummated prior to April 7, 2022 unless we waive the Inside Date Condition. Pursuant to the terms of the Merger Agreement, we are required to extend the Offer until at least one minute
after 11:59 p.m., New York City Time, on the business day immediately prior to April 7, 2022 if the Inside Date Condition is not so waived prior to the existing Expiration Time. If we waive the Inside Date Condition, we will be required to
keep the Offer open for a minimum of five business days from the date any such waiver of the Inside Date Condition is first published, sent or given to stockholders. The Inside Date Condition was agreed to in the Merger Agreement to ensure that
there was an adequate amount of time to market and document the Debt Financing. However, the Inside Date Condition will be satisfied solely as a result of the passage of time and does not condition the consummation of the Transactions on the
occurrence or non-occurrence of any event.
The information set forth in the Offer to Purchase under
Introduction and Items 1 through 9 and Item 11 of this Schedule TO, to the extent such Items incorporate by reference such information in the Offer to Purchase, is hereby amended and supplemented by adding the following sentence to the
end of the seventh paragraph under Introduction of the Offer to Purchase:
Although the Expiration Time is currently scheduled for
one minute after 11:59 p.m., New York City time, on April 1, 2022, the Offer will not be consummated prior to April 7, 2022 unless we waive the Inside Date Condition. Pursuant to the terms of the Merger Agreement, we are required to
extend the Offer until at least one minute after 11:59 p.m., New York City Time, on the business day immediately prior to April 7, 2022 if the Inside Date Condition is not so waived prior to the existing Expiration Time. If we waive the
Inside Date Condition, we will be required to keep the Offer open for a minimum of five business days from the date any such waiver of the Inside Date Condition is first published, sent or given to stockholders. The Inside Date Condition was
agreed to in the Merger Agreement to ensure that there was an adequate amount of time to market and document the Debt Financing, and will be satisfied solely as a result of the passage of time and does not condition the consummation of the
Transactions on the occurrence or non-occurrence of any event.
The information set forth in the Offer to
Purchase under The Tender OfferSection 13Conditions of the Offer and Items 1 through 9 and Item 11 of this Schedule TO, to the extent such Items incorporate by reference such information in the Offer to Purchase, is
hereby amended and supplemented by adding the following sentence to the end of the third paragraph under The Tender Offer Section 13Conditions of the Offer of the Offer to Purchase:
Although the Expiration Time is currently scheduled for one minute after 11:59 p.m., New York City time, on April 1, 2022, the Offer will not be
consummated prior to April 7, 2022 unless we waive the Inside Date Condition. Pursuant to the terms of the Merger Agreement, we are required to extend the Offer until at least one minute after 11:59 p.m., New York City Time, on the
business day immediately prior to April 7, 2022 if the Inside Date Condition is not so waived prior to the existing Expiration Time. If Parent or the Offeror waives the Inside Date Condition, the Offeror will be required keep the Offer
open for a minimum of five business days from the date any such waiver of the Inside Date Condition is first published, sent or given to stockholders. The Inside Date Condition was agreed to in the Merger Agreement to ensure that there was an
adequate amount of time to market and document the Debt Financing, and will be satisfied solely as a result of the passage of time and does not condition the consummation of the Transactions on the occurrence or
non-occurrence of any event.
The information set forth in the Offer to Purchase under The Tender
Offer Section 11Purpose of the Offer and Plans; or HMH; Transaction Documents and Items 1 through 9 and Item 11 of this Schedule TO, to the extent such Items incorporate by reference such information in the Offer to Purchase,
is hereby amended and supplemented by adding the following after the last paragraph under the subheading The Merger Agreement under The Tender Offer Section 11Purpose of the Offer and Plans; or HMH; Transaction
Documents of the Offer to Purchase:
Amendment to Merger Agreement. Parent, Purchaser and HMH entered into that certain Amendment
No. 1 to the Agreement and Plan of Merger on March 21, 2021 (the Merger Agreement Amendment). The Merger Agreement Amendment provides that the proviso set forth at the end of Section 1.1(b)(ii) of the Merger
Agreement was amended and restated to provide that, if all of the Offer Conditions other than the Inside Date Condition (and other than those conditions that by their nature are to be satisfied at the Acceptance Time) have been satisfied or waived
(to the extent waivable in accordance with the terms hereof) at the expiration date of the Offer, the Purchaser shall (and the Parent shall cause the Purchaser to) extend the Offer until one minute after 11:59 p.m., Eastern time, on the day that is
the last Business Day prior to the Inside Date.