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8-K - FORM 8-K - CAMBIUM LEARNING GROUP, INC. | y80944ae8vk.htm |
Exhibit 99.1
Voyager Learning Company and Cambium Learning, Inc. Complete Merger
§ | Creates Leading U.S. Provider of Education Intervention Services | ||
§ | Merged Company Named Cambium Learning Group, Inc. | ||
§ | Trades on NASDAQ Global Market Under Ticker Symbol ABCD |
DALLAS, TX December 8, 2009 Cambium Learning Group, Inc. (Nasdaq: ABCD), today announced it
has completed the merger of Cambium Learning, Inc., a company serving the needs of at-risk and
special student populations, and Voyager Learning Company (OTC: VLCY), a provider of educational
solutions. The business combination creates a leading provider of intervention curricula,
educational technologies and services for the Pre-K through 12th grade market in the
United States.
The merger was effected through a newly formed company, Cambium Learning Group, Inc., which
acquired both businesses and issued shares in the combined company to the stockholders of Voyager
Learning Company and Cambium Learning, Inc. The transaction was approved by Voyager Learning
Company stockholders by a margin of 99 percent of the votes that were cast at the special meeting
conducted earlier today. Effective with the market opening on Wednesday, December 9, 2009, Cambium
Learning Group, Inc. will be a publicly traded company listed on the NASDAQ Global Market under the
symbol ABCD.
Cambium Learning Group, Inc., headquartered in Dallas, Texas, is majority owned by Veronis Suhler
Stevenson, a leading private equity investor in the information, education and media industries.
Cambium Learning Group, Inc. operates three business units: Voyager, a comprehensive intervention
business; Sopris, a supplemental solutions business; and Cambium Learning Technologies, which
includes ExploreLearning, IntelliTools, Kurzweil and Learning A-Z. Through its core divisions,
Cambium Learning Group, Inc. will provide research-based education solutions for students in Pre-K
through 12th grade, including intervention curricula, educational technologies and
services exclusively focused on serving the needs of the nations most challenged learners and
those realizing their full potential.
As one company, we remain steadfast to our mission to help all students achieve their full
learning potential, said Ron Klausner, who will serve as Chief Executive Officer of Cambium
Learning Group, Inc. With a broader range of innovative products and instructional tools, we are
better positioned to make a significant difference, and also to improve the trajectories of our
nations underperforming students, said Dave Cappellucci, who will serve as President of Cambium
Learning Group Inc. and President of its Voyager business unit.
Under the terms of the merger, Voyager Learning Company stockholders were entitled to elect to
receive cash and/or shares of Cambium Learning Group, Inc. common stock in
exchange for their shares of Voyager Learning Company common stock. The election was subject to
certain proration rules contained in the definitive merger agreement, depending on the amount of
cash elections that were made. The maximum amount of cash was elected by the Voyager Learning
Company stockholders.
The following table shows the amount of cash and stock consideration that would be received by a
Voyager Learning Company stockholder owning 1,000 shares of common stock of Voyager Learning
Company. The amounts in the table are based on 29,874,145 Voyager shares outstanding and certain tax refunds, in the aggregate amount of $15,522,979, received prior to
closing. These amounts assume that each Voyager Learning Company stockholder elected to
receive cash for each share of Voyager common stock held by the stockholder, and that no stockholder
exercised appraisal rights. The table does not include the amount of cash to be paid to Voyager
Learning Company stockholders from the contingent value rights that were issued in the merger.
Cash Election | Pre-Closing Tax Refund | Total Cash | Shares of Cambium-Learning | |||||||||
Consideration | Consideration | Consideration | Group, Inc. Common Stock | |||||||||
$2,255.50
|
$ | 519.61 | $ | 2,775.11 | 653 |
The new Board of Directors of Cambium Learning Group, Inc. will consist of a total of nine
directors, with seven of the nine initially filled as follows: Messrs. Cappellucci and Klausner,
Frederick Schwab, retired President and Chief Executive Officer of Porsche Cars North America,
Inc.; Jeffrey T. Stevenson, Managing Partner, VSS; Richard Surratt, former President and Chief
Executive Officer of Voyager Learning Company; Scott J. Troeller, Partner, VSS; and Neil Weiner,
Senior Managing Member, Fox Hill Capital Partners. Until each of the additional directors are
elected, Messrs. Troeller and Stevenson will be entitled to vote for each vacant seat.
Cambium Learning, Inc. was represented by Lowenstein Sandler PC in connection with this
transaction, and Voyager Learning Company was represented by Perkins Coie LLP. Allen & Company LLC
served as financial advisor to Voyager Learning Company.
Cambium Learning Group, Inc. will hold a conference call at 4:00 p.m. Eastern Time on Thursday,
December 10, 2009, to discuss details of the merger, the integration of the businesses and the
combined companys prospects for growth in 2010. To listen to this conference call, please dial
(888) 688-0384 and enter # 45633109 at 4:00 p.m. Eastern Time on December 10, 2009. The call will
be recorded and archived until December 31, 2009, and can be replayed by calling (800) 642-1687 and
entering # 45633109. The conference call will also be webcast and archived on the Cambium Learning
Group, Inc. website at www.cambiumlearning.com.
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About Cambium Learning Group, Inc.
Cambium Learning Group, Inc. (NASDAQ:ABCD) is based in Dallas, Texas, and operates three business
units: Voyager, a comprehensive intervention business; Sopris, a supplemental solutions business;
and Cambium Learning Technologies, which includes ExploreLearning, IntelliTools, Kurzweil and
Learning A-Z . Through its core divisions, Cambium Learning Group, Inc. provides research-based
education solutions for students in Pre-K through 12th grade, including intervention curricula,
educational technologies and services exclusively focused on serving the needs of the nations
most challenged learners and those realizing their full potential. The companys website is
www.cambiumlearning.com.
About Veronis Suhler Stevenson
Veronis Suhler Stevenson is a private equity and mezzanine capital fund management company
dedicated to investing in the information, education and media industries in North America and
Europe. VSS provides capital for buyouts, recapitalizations, growth financings and strategic
acquisitions to companies and management teams with a goal to build companies both organically and
through a focused add-on acquisition program. To date, VSS equity and mezzanine funds have
invested in 63 platform companies, which have in turn completed almost 290 add-on acquisitions
resulting in a portfolio with realized and unrealized enterprise values totaling over $14 billion.
The companys website is www.vss.com.
# # #
Contacts:
Shannan Overbeck
Cambium Learning Group, Inc
(214) 932-9476
soverbeck@voyagerlearning.com
Cambium Learning Group, Inc
(214) 932-9476
soverbeck@voyagerlearning.com
Jim Rutherfurd
Veronis Suhler Stevenson
(212) 381-8446
rutherfurdj@vss.com
Veronis Suhler Stevenson
(212) 381-8446
rutherfurdj@vss.com
Forward-Looking Statements
Some of the statements contained herein constitute forward-looking statements. These statements
relate to future events, including the future financial performance of Cambium Learning Group,
Inc., and involve known and unknown risks, uncertainties and other factors that may cause the
markets, actual results, levels of activity, performance or achievements of Cambium Learning Group,
Inc. to be materially different from any actual future results, levels of activity, performance or
achievements. These risks and other factors you should consider include, but are not limited to,
the ability to successfully attract and retain a broad customer base for current and future
products, changes in customer demands or industry standards, success of ongoing product
development, maintaining acceptable margins, the ability to control costs, K-12 enrollment and
demographic trends, the level of educational and education technology funding, the impact of
federal, state and local regulatory requirements on the business of the company, the loss of key
personnel, the impact of competition and the risk that competitors will seek to capitalize on the
risks and uncertainties confronting the new combined company, the uncertainty of general economic
conditions and financial market performance, and those other risks and uncertainties listed under
the heading RISK FACTORS in Cambium Learning Group, Inc.s Registration Statement on Form S-4
(File No. 333-161075), as amended. In some cases, you can identify forward-looking statements by
terminology such as may, should, expects, plans, anticipates, believes, estimates,
predicts, potential, continue, projects, intends, prospects, or priorities, or the
negative of such terms, or other comparable terminology. These statements are only predictions.
Actual events or results may differ materially. Cambium Learning Group, Inc. does not assume or
undertake any obligation to update the information contained in this press release, and expressly
disclaims any obligation to do so, whether as a result of new information, future events or
otherwise.
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