Attached files
| file | filename |
|---|---|
| 8-K - National American University Holdings, Inc. | v163679_8k.htm |
| EX-10.1 - AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATIO - National American University Holdings, Inc. | v163679_ex10-1.htm |
NATIONAL
AMERICAN UNIVERSITY AND CAMDEN LEARNING
CORPORATION
AMEND TERMS OF TRANSACTION
RAPID CITY, SD and
BALTIMORE, MD – October 27, 2009 – Dlorah, Inc. (“Dlorah”), a
privately-held company doing business as National American University, and
Camden Learning Corporation (“Camden”), a publicly-held company (OTCBB: Units:
“CAELU,” Common Stock: “CAEL,” Warrants: “CAELW”), today jointly announced they have
entered into Amendment No. 1 (“Amendment No. 1”) to the Agreement and Plan of
Reorganization, originally executed on August 7, 2009, as amended and restated
in its entirety by that certain Amended and Restated Agreement and Plan of
Reorganization, dated as of August 11, 2009, through which Dlorah and Camden
will merge and the combined entity will be a publicly-held
company. The transaction is expected to close in November
2009.
Pursuant
to Amendment No. 1, the restricted stock portion of the consideration to be
received by Dlorah’s stockholders has been reduced from 575,000 shares of
restricted Common Stock to 250,000 shares of restricted Common Stock, which
shares will not be freely tradable until Camden’s Common Stock trades at or
above $8.00 per share for sixty consecutive trading days and will be forfeited
if such condition is not satisfied within five years of the anniversary date of
their issuance. In addition, the number of shares of restricted
Common Stock to be received by Camden’s sponsor (Camden Learning, LLC) in
consideration for the cancellation of 2,800,000 Common Stock purchase warrants
owned by Camden Learning, LLC, was increased from 250,000 shares of restricted
Common Stock to 575,000 shares of restricted Common Stock, which shares are
subject to the same restrictions applicable to the restricted Common Stock to be
received by Dlorah’s stockholders.
Additionally,
the minimum amount of consideration to be received by Dlorah’s stockholders in
the transaction was increased from 70% to 74.4% of the issued and outstanding
capital stock of Camden, on an as-converted and fully diluted basis, as of the
date of closing.
Further,
pursuant to Amendment No. 1, the purchase option held by the underwriters of
Camden's initial public offering to purchase up to 625,000 units has been
forfeited and the aggregate deferred underwriting compensation has been fixed at
$1,750,000 in the event the transaction closes, such amount to be
paid without regard to the number of shares of Common Stock redeemed by the
Company in connection with those public stockholders who vote against the
transaction and seek redemption of their Common Stock for a pro rata
portion of the amount held in Camden's trust account.
Finally, the closing condition that the
Common Stock and Warrants shall be listed on the Nasdaq Capital Market or the
Nasdaq Global Market has been eliminated. The Common Stock will continue to be listed on the OTC
Bulletin Board following
the closing.
Camden’s Special
Meeting of Warrantholders and Special Meeting of Stockholders will be held on
November 23, 2009 at 10:00 a.m. and 10:30 a.m., Eastern time, respectively, at
the offices of Ellenoff Grossman & Schole LLP, Camden’s counsel, at 150 East
42nd Street, 11th Floor, New York, New
York 10017. A record date has not yet been determined for those
warrantholders and stockholders entitled to attend and vote at the Special
Meetings.
The full meeting agendas will be
detailed in the definitive proxy statement, which shall be mailed to all Camden
warrantholders and Camden stockholders who held such securities as of the record
date. Investors and security holders are advised to read the
definitive proxy statement because it contains important
information.
Additional information regarding Camden,
Dlorah, the transaction and related matters will be available in the Definitive
Proxy Statement to be filed by Camden with the Securities and Exchange
Commission, a copy of which may be obtained without charge at the Securities and
Exchange Commission’s website at http://www.sec.gov.
About Camden
Learning Corporation
Camden is a special purpose acquisition
company formed in 2007 for the purpose of acquiring through a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination one or more businesses or assets. Camden’s
initial public offering was consummated on December 5, 2007 and it received net
proceeds of approximately $53 million through the sale of 6,250,000 units, and
an additional 376,300 units pursuant to the underwriters’ over-allotment option,
at $8.00 per unit. Each unit is comprised of one share of Camden
common stock and one warrant with an exercise price of $5.50. As of
August 31, 2009, Camden held approximately $52.5 million (or approximately $7.92
per share) in a trust account maintained by an independent trustee, which will
be released upon the consummation of the transaction.
About
National American University
Accredited by the Higher Learning
Commission and a member of the North Central Association of Colleges and
Schools, National American University has been providing quality career
education since 1941. National American University opened its first
campus in Rapid City, S.D., and the university has grown to 16 locations
throughout the central United States. In 1996, National American
University started developing online courses through its distance learning
virtual campus, and today offers students the flexibility and convenience to
take classes when it fits their busy lifestyle. Undergraduate program
offerings vary from diploma, associate and bachelor’s degrees in areas ranging
from accounting, allied health, athletic training, business, criminal justice,
healthcare management, information technology, legal studies, organizational
leadership, veterinary technology and nursing. The university added
graduate studies programs in 2000 and offers Master of Management and Master of
Business Administration degrees.
Not a Proxy
Statement
This press release is not a proxy
statement or a solicitation of proxies from the holders of Camden securities and
does not constitute an offer of any securities of Camden for
sale. Any solicitation of proxies will be made only by the definitive
proxy statement/prospectus that is being mailed to stockholders and
warrantholders who held such securities as of the record
date. Interested investors and security holders are urged to read the
definitive proxy statement/prospectus and appendices thereto because they
contain important information about Camden, Dlorah and the proposals to be
presented at the Special Meetings.
Forward
Looking Statements
This press release may contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding Camden, Dlorah and Camden’s business
after completion of the proposed transactions. Forward-looking
statements are statements that are not historical facts. Such
forward-looking statements, which are based upon the current beliefs and
expectations of the management of Camden and Dlorah, are subject to risks and
uncertainties, which could cause actual results to differ from the
forward-looking statements. The following factors, among others,
could cause actual results to differ from those set forth in the forward-looking
statements: changing interpretations of generally accepted accounting
principles, continued compliance with government regulations, changing
legislation or regulatory environments, requirements or changes affecting the
business in which Dlorah is, and Camden will be, engaged, management of rapid
growth, intensity of competition, general economic conditions, as well as other
relevant risks detailed in Camden’s filings with the Securities and Exchange
Commission. The information set forth herein should be read in light
of such risks. Neither Camden nor Dlorah assumes any obligation to
update the information contained in this release.
Additional
Information and Where to Find It
This press release is being made
pursuant to and in compliance with Rules 145, 165 and 425 of the Securities Act
of 1933, as amended, and does not constitute an offer of any securities for sale
or a solicitation of an offer to buy any securities. Camden, Dlorah
and their respective directors and officers may be deemed to be participants in
the solicitation of proxies for the special meetings of Camden’s stockholders to
be held to approve the transactions described herein and of Camden’s
warrantholders to amend the terms of the warrant agreement. The
underwriters of Camden’s initial public offering may provide assistance
to Camden, Dlorah and their respective directors and executive
officers, and may be deemed to be participants in the solicitation of
proxies. A substantial portion of the underwriters’
fees relating to Camden’s initial public offering were deferred pending
stockholder approval of Camden’s initial business combination, and
stockholders and warrantholders are advised that the underwriters have a
financial interest in the successful outcome of the proxy
solicitation. In connection with the proposed transaction, Camden has
filed with the Securities and Exchange Commission a preliminary proxy statement
and will file a definitive proxy statement. Camden’s stockholders and
warrantholders are advised to read, when available, the proxy statement and
other documents filed with the Securities and Exchange Commission in connection
with the solicitation of proxies for the special meetings because these
documents will contain important information. The definitive proxy
statement will be mailed to Camden’s stockholders and warrantholders as of a
record date to be established for voting. Camden’s stockholders and
warrantholders will also be able to obtain a copy of the proxy statement,
without charge, by directing a request to: Camden Learning Corporation, 500 East
Pratt Street, Suite 1200, Baltimore, MD 21202. The preliminary proxy
statement and definitive proxy statement, once available, can also be obtained,
without charge, at the Securities and Exchange Commission’s website at
http://www.sec.gov.
### #### ###
Contacts:
Camden Learning
Corporation
Contact: Mr. David
Warnock
410-878-6800
dwarnock@camdenpartners.com
Dlorah, Inc.
Contact: Dr. Ronald
Shape
605-721-5220
rshape@national.edu