Lowenstein Sandler is representing longtime client Cambium Learning Group, Inc. (Cambium) (Nasdaq: ABCD) in a $900 million definitive merger agreement with Veritas Capital (Veritas).
Cambium is a leading educational technology solutions company committed to helping students reach their full potential. Cambium is majority-owned by private equity firm Veronis Suhler Stevenson (VSS), a Lowenstein client of many years that invests in the information, business services, health care, and education industries.
According to the terms of the merger agreement, Cambium common stockholders will receive $14.50 in cash per share at closing. The company’s outstanding credit facility will be repaid at closing. Subject to customary closing conditions and regulatory approval, the transaction is expected to close in the fourth quarter of 2018 or the first quarter of 2019.
Before closing, Cambium will complete its previously announced acquisition of VKIDZ Holdings Inc. (VKidz), an award-winning education technology company focused on delivering digital solutions to boost student learning. Lowenstein represented Cambium in that transaction.
The merger with Veritas and the acquisition of VKidz will enable Cambium to advance its leadership position in digital education. With Veritas’ critical support in place, Cambium will be able to boost its growth by developing new, innovative products, technology, and services that help improve educational outcomes for a greater number of students.
Cambium delivers SaaS resources and instructional products that engage students and support teachers in fun, positive, safe, and scalable environments. Solutions are provided through online differentiated instruction for elementary school reading, writing, and science; online interactive math and science simulations and a math fact fluency solution; and blended solutions that accelerate struggling learners.
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. Citron, Jeffrey Blumenfeld, Jack Sidorov, 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 A. Kaplan, Eric Jesse, Nicholas G. Mehler, Steven M. Hecht, Sean Collier, Edward J. Hunter, Zarema A. Jaramillo, Andrew David Behlmann, and Gina M. Seong.