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Cambium Learning Group (ABCD) Reports Merger Agreement with Veritas Capital

October 15, 2018 6:02 AM EDT

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Cambium Learning® Group, Inc. (NASDAQ: ABCD) 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.

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