Schulte Roth & Zabel LLP acted as counsel to Veritas Capital in connection with these transactions. Macquarie Capital acted as the company's financial advisor and Lowenstein Sandler LLP as the company's legal counsel in these transactions.
Cambium Learning® Group, Inc. (Nasdaq: ABCD, the "Company"), a leading educational technology solutions company dedicated to helping all students reach their full potential, has signed a definitive merger agreement with Group subsidiaries Veritas Capital investment company, for the acquisition of the company.
Pursuant to the terms of the Merger Agreement, holders of common shares of the Corporation currently outstanding are entitled to receive $ 14.50 cash per share on closing. The transaction was unanimously approved by the company's board of directors. After the execution of the merger agreement, the shareholder representing a majority of the issued and outstanding common shares has issued a written consent approving and adopting the merger agreement and the transaction. The Company's outstanding credit facility will be repaid at the time of closing. Subject to normal 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 before closing, the Company will close the previously announced acquisition of VKIDZ Holdings Inc. ("VKidz"), Florida's award-winning edtech company, dedicated to helping provide the best education for students using digital solutions. Holders of outstanding VKidz Shares are entitled to receive $ 11.50 in cash for each common share of the Company issued to them in connection with the VKidz Acquisition by the Company.
Schulte advised Veritas Capital with a team comprised of Richard Presutti (Photo), Mergers & Acquisitions and Securities Associate, and Stavan Desai and Lowell Dyer, Partners. The team also includes Ian Levin, Employment and Employee Benefits Associate; Howard Epstein, Environmental and Insurance Associate, and Theodore Keyes, Special Advisor; financial partner Ronald Risdon; Robert Kiesel, Partner in IP, Procurement and Technology, and Scott Kareff, Special Advisor; and tax partner David Passey.
The Lowenstein team is led by Steven E. Siesser and includes Elisia M. Klinka, Brooke A. Gillar, Michael J. Mueller, Lauren M. Troeller, Bianka V. Barraza, Lowell A. Lemon, Jeffrey Blumenfeld, Jack Sidorov and Jeffrey M. Shapiro, Steven M. Skolnick, Kate Basmagian, Scott Siegel, Lesley P. Adamo, Sophia Mokotoff, Darren Goodman, Megan Monson, Katie R. Glynn, David W. Field, Michael Kaplan, Eric Jesse, Nicholas G Mehler, Steven M. Hecht, Sean Collier, Edward J. Hunter, Zarema A. Jaramillo, Andrew David Behlmann and Gina M. Seong.
