Holders of Common Stock Currently Outstanding to
Receive $14.50 per Share in Cash
Cambium Learning® Group, Inc. (Nasdaq: ABCD, the “Company”), a
leading educational technology solutions company committed to
helping all students reach their full potential, announced today
that it has entered into a definitive merger agreement with certain
affiliates of Veritas Capital, a leading private equity investment
firm, for the acquisition of the Company.
Pursuant to the terms of the merger agreement, the holders of
common stock of the Company currently outstanding are entitled to
receive $14.50 in cash per share at the closing. The transaction
was unanimously approved by the board of directors of the Company.
Following the execution of the merger agreement, the
stockholder representing a majority of the issued and outstanding
common stock delivered a written consent approving and adopting the
merger agreement and the transaction. The Company’s
outstanding credit facility will be repaid at closing.
Subject to customary closing conditions and regulatory approvals,
the Company expects the transaction to close in the fourth quarter
of 2018 or the first quarter of 2019.
Immediately prior to the closing, the Company will close its
previously announced acquisition of VKIDZ Holdings Inc. (“VKidz”),
an award winning Florida-based edtech company dedicated to helping
deliver the best education to students using digital solutions. The
holders of outstanding shares of VKidz are entitled to receive
$11.50 in cash for each share of Company common stock to be issued
to such holders in connection with the Company’s acquisition of
VKidz.
John Campbell, Chief Executive Officer of the Company commented,
“We are gratified to have such a positive outcome to the review of
strategic alternatives the Board kicked off in May. I am proud of
the transformation we have accomplished at Cambium Learning Group
as we continue to improve our product suite in terms of technology,
efficacy, and engagement. We look forward to helping even more
students with the addition of VKidz and working with Veritas
Capital on the next chapter of our long-term growth story. These
remain exciting times for Cambium Learning Group.”
“Education is a key focus area for Veritas given its
importance to the nation, and we are excited to partner with
Cambium and its management team to advance the Company’s leadership
in preK-12 digital education,” said Ramzi Musallam, Chief Executive
Officer and Managing Partner of Veritas Capital. “We look forward
to supporting Cambium’s continued growth and investment in the
development of new, innovative products, technology and services to
help improve outcomes for students, parents, educators and school
districts.”
“It has been our pleasure to work with John and the world-class
team at Cambium Learning Group,” said David Bainbridge, Managing
Director of Veronis Suhler Stevenson (“VSS”), an affiliate of the
majority stockholder of the Company. “Since our investment, we have
partnered with management to invest in new technology, execute
strategic acquisitions, and implement initiatives to accelerate the
Company’s growth, and are proud of the progress the Company has
made transitioning to a digital subscription business. We thank the
Company’s leadership and employees for their tremendous efforts and
collaboration over the years and wish them well in their next phase
of growth.”
Macquarie Capital acted as the Company’s financial advisor and
Lowenstein Sandler LLP acted as the Company’s legal counsel in
connection with the transactions.
Schulte Roth & Zabel LLP acted as Veritas Capital’s legal
counsel in connection with the transactions.
About Cambium Learning Group
Cambium Learning® Group, Inc. (Nasdaq: ABCD) is an award-winning
educational technology solutions leader dedicated to helping all
students reach their potential through individualized and
differentiated instruction. Using a research-based, personalized
approach, Cambium Learning Group, Inc. delivers SaaS resources and
instructional products that engage students and support teachers in
fun, positive, safe and scalable environments. These solutions are
provided through Learning A-Z® (online differentiated instruction
for elementary school reading, writing and science),
ExploreLearning® (online interactive math and science simulations
and a math fact fluency solution) and Voyager Sopris Learning®
(blended solutions that accelerate struggling learners to achieve
in literacy and math and professional development for teachers). We
believe that every student has unlimited potential, that teachers
matter, and that data, instruction, and practice are the keys to
success in the classroom and beyond. Come learn with us at
www.cambiumlearning.com.
About VSS
Veronis Suhler Stevenson (www.vss.com) is a private investment
firm that invests in the information, education, healthcare, and
tech-enabled business services industries. VSS provides
capital for growth financings, recapitalizations, strategic
acquisitions and buyouts to lower middle market companies and
management teams with the goal of building companies organically as
well as through a focused add-on acquisition program. VSS
makes privately-negotiated investments across the capital structure
and invests in situations requiring control or non-control equity,
mezzanine securities and structured equity securities.
About Veritas Capital
Veritas Capital is a leading private equity firm that invests in
companies that provide critical products and services, primarily
technology and technology-enabled solutions, to government and
commercial customers worldwide, including those operating in the
aerospace & defense, healthcare, technology, national security,
communications, energy, government services and education
industries. Veritas seeks to create value by strategically
transforming the companies in which it invests through organic and
inorganic means. For more information on Veritas Capital and its
current and past investments, visit www.veritascapital.com.
Forward-Looking Statements
This news release contains forward-looking statements as that
term is defined in the federal securities laws. The events
described in forward-looking statements contained in this news
release may not occur. Generally, Cambium Learning Group, Inc.’s
forward-looking statements relate to Cambium Learning Group, Inc.’s
business plans or strategies, projected or anticipated benefits or
other consequences of Cambium Learning Group, Inc.’s plans or
strategies, financing plans, projected or anticipated benefits from
acquisitions that Cambium Learning Group, Inc. may make, or a
projection involving anticipated revenues, earnings or other
aspects of Cambium Learning Group, Inc.’s operating results or
financial position, and the outcome of any contingencies. Any such
forward-looking statements are based on current expectations,
estimates and projections of management and facts as they are known
today to Cambium Learning Group, Inc.’s board of directors and
management. Cambium Learning Group, Inc. intends for its
forward-looking statements to be covered by the safe-harbor
provisions for forward-looking statements under the federal
securities laws. Words such as “may,” “will,” “expect,” “believe,”
“anticipate,” “project,” “plan,” “intend,” “estimate,” and
“continue,” and their opposites and similar expressions are
intended to identify forward-looking statements. Many of these
statements are beyond Cambium Learning Group, Inc.’s control, and
factors beyond Cambium Learning Group, Inc.’s control may influence
the accuracy of the statements and the projections upon which the
statements are based. Factors that could cause actual results to
differ materially from those set forth or implied by any
forward-looking statement include, but are not limited to:
conditions to the closing of the proposed transaction, including
the obtaining of required regulatory approvals, may not be
satisfied; risks associated with the financing of the transaction;
the proposed transaction may involve unexpected costs, liabilities
or delays; the business of the Company may suffer as a result of
uncertainty surrounding the proposed transaction; the outcome of
any legal proceedings related to the proposed transaction; the
Company may be adversely affected by other economic, business
and/or competitive factors; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; the ability to recognize
benefits of the proposed transaction; risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the proposed
transaction; other risks to consummation of the proposed
transaction, including the risk that the proposed transaction will
not be consummated within the expected time period or at all; and
risks and uncertainties discussed in Cambium Learning Group, Inc.’s
reports filed with the Securities and Exchange Commission,
including, but not limited to, Cambium Learning Group, Inc.’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2017 and other filings. Copies of these filings are available at
www.sec.gov. Any one or more of these uncertainties, risks and
other influences could materially affect Cambium Learning Group,
Inc.’s results of operations and whether forward-looking statements
made by Cambium Learning Group, Inc. ultimately prove to be
accurate. Cambium Learning Group, Inc.’s actual results,
performance and achievements could differ materially from those
expressed or implied in its forward-looking statements. Except as
required by law, Cambium Learning Group, Inc. undertakes no
obligation to publicly update or revise any forward-looking
statements, whether from new information, future events or
otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company intends
to file relevant materials with the Securities Exchange Commission
(the “SEC”), including an information statement in preliminary and
definitive form. Stockholders of the Company are strongly advised
to read all relevant documents filed with the SEC, including the
Company’s information statement, because they will contain
important information about the proposed transaction. These
documents will be available at no charge on the SEC’s website at
www.sec.gov. In addition, documents will also be available for free
on the Company’s website at
http://www.investor.cambiumlearning.com/.
Media and Investor Contact:
Cambium Learning Group, Inc.Barbara
Bensoninvestorrelations@cambiumlearning.comorJody Burfening/Carolyn
CapaccioLHA212.838.3777ccapaccio@lhai.com
Veritas CapitalAndrew Cole/David Millar/Julie
RudnickSard Verbinnen &
Co212-687-8080VeritasCapital-SVC@sardverb.com
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