Houghton Mifflin Harcourt’s
Acquisition by Veritas Capital

On April 7, 2022, Houghton Mifflin Harcourt announced its successful acquisition by Veritas Capital for $21 per share in cash through a tender offer. The HMH Board of Directors unanimously approved the transaction with Veritas as being in the best interest of the Company and its shareholders.

For additional details, please view the documents below:

How to Find Further Information:

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of HMH common stock. The offer to purchase is being made pursuant to the tender offer materials filed with the U.S. Securities and ExchangeCommission (the “SEC”) on March 7, 2022 by Harbor Purchaser Inc., a Delaware corporation, and a wholly owned subsidiary of Harbor Holding Corp., a Delaware corporation, which is an indirect, wholly owned subsidiary of The Veritas Capital Fund VII, L.P., a Delaware limited partnership. Also on March 7, 2022, HMH filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. HMH’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THE OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, ASEACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting HMH’s Investor Relations either by telephone at 410-215-1405 or e-mail at Chris.Symanoskie@hmhco.com or on HMH’s website at www.hmhco.com.