RDA Holding Co. Announces Commencement of Tender Offer to Purchase up to $50 Million of Common Stock

NEW YORK, Jan. 10, 2011 /PRNewswire/ -- RDA Holding Co., parent company of The Reader's Digest Association, Inc., the global, multi-brand and multi-platform media and direct marketing company, announced today that it has commenced a modified "Dutch Auction" tender offer to purchase up to $50 million of its common stock at a price not less than $22.00 per share or more than $25.00 per share.  The number of shares proposed to be purchased in the tender offer (at the minimum price of $22.00 per share) represents approximately 8.3% of RDA's currently outstanding common shares.  

The tender offer will expire on February 10, 2011 at 5:00 P.M., New York City time, unless extended by RDA, in its sole discretion.  Tenders of shares of the Company's common stock must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer.  The company will fund any purchase of shares pursuant to the tender offer, including related fees and expenses, from cash on hand.  The tender offer is not contingent on any minimum number of shares being tendered.  However, the tender offer is subject to a number of other terms and conditions described in the Offer to Purchase that will be distributed to stockholders.  

The Transfer Agent for the offer is American Stock Transfer & Trust Company, LLC.  The Offer to Purchase and Letter of Transmittal are being mailed to registered stockholders of RDA's common stock.  

Neither RDA nor its Board of Directors nor the Transfer Agent is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer or as to the price or prices at which stockholders may choose to tender their shares.  Stockholders must make their own decisions as to how many shares they will tender, if any, and the price, within the stated range, at which they will offer their shares for purchase by RDA.  

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF RDA COMMON STOCK.  THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL THAT RDA WILL BE DISTRIBUTING TO ITS STOCKHOLDERS AND STOCKHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER.  STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.

About RDA

RDA is a global media and direct marketing company that connects more than 130 million consumers around the world with products and services from trusted brands.  With offices in 43 countries, the Company reaches customers in 78 countries, publishes 91 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 78 branded websites and sells 40 million books, music and video products across the world each year.  Further information about the Company can be found at www.rda.com.

SOURCE RDA Holding Co.

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