Feb 22 (Reuters) - iCollege Ltd ICT.AX :
* ICOLLEGE LTD - ICOLLEGE OFF-MARKET TAKEOVER OFFER FOR REDHILL EDUCATION,RDH-ICT.AX
* ICOLLEGE LTD - OFFER VALUES REDHILL AT $50.3 MILLION
* ICOLLEGE LTD - PROPOSES TO OFFER 6 FULLY PAID ORDINARY SHARES IN ICOLLEGE FOR EVERY 1 FULLY PAID ORDINARY SHARE IN REDHILL
* ICOLLEGE - EXPECTS ACQUISITION OF REDHILL TO BE EARNINGS ACCRETIVE, AFTER REALISATION OF COST AND REVENUE SYNERGIES