Riverdeep said this morning that it has received no competing offers for the company by the deadline which expired last night.
As a result Riverdeep's independent directors have recommended the cash offer tabled by the management team headed by Mr Barry O'Callaghan.
The news came on the same day that Riverdeep reported revenue for 2002 of $216.3 million, in line with forecasts.
Riverdeep said the market for its education software products continues to be affected by pressure on state and local funding in the US education market.
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In addition, the company's results have been affected by depressed consumer spending.