Cambium Learning Group, Inc. entered into a definitive agreement to acquire Rosetta Stone Inc. (NYSE:RST) for approximately $760 million on August 29, 2020. Under the terms of the transaction, Cambium Learning Group will acquire Rosetta Stone in an all cash transaction for $30 per share. Each outstanding Rosetta Stone options will be entitled to receive, for each share underlying such Rosetta Stone Option, an amount in cash equal to the per share amount minus the exercise price per Rosetta Stone Share. Each outstanding Rosetta Stone RSU, PSU and restricted share will be entitled to receive an amount in cash equal to the per share amount. Cambium Learning Group executed debt commitment letters for purpose of financing the transaction. Upon completion, Rosetta Stone will be a wholly owned subsidiary of Cambium Learning Group. The Rosetta Stone Board, company management and advisors drove a deliberate and comprehensive strategic review process. As part of that review, Rosetta Stone held discussions with a number of parties, including Cambium, through a formal, competitive process. Upon termination of the agreement under certain circumstances, Rosetta Stone is obligated to pay Cambium Learning Group a termination fee equal to $15.8 million while Cambium Learning Group is obligated to pay Rosetta Stone a termination fee equal to $55.4 million. The transaction is subject to the satisfaction of the minimum tender condition, the receipt of specified regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The Board of Directors of Rosetta Stone unanimously approved the transaction with one director not participating due to a potential interest in the transaction. Cambium Learning Group Board approved the execution of the agreement. No vote of stockholders of Rosetta Stone will be required in connection with the agreement. The transaction is not subject to a financing condition. As of September 21, 2020, Federal Trade Commission has provided early termination of the waiting period under the Hart-Scott-Rodino for the transaction. The transaction is expected to close in the fourth quarter of 2020. The tender offer commenced on September 15, 2020 and will expire on October 13, 2020. Goldman Sachs & Co. LLC acted as exclusive financial advisor and fairness opinion provider to Rosetta Stone's Board of Directors, and Lillian Tsu, Keith Flaum, Chris Moore, Gordon Wilson, Michael Frank, Michael DeLarco, Scott Loughlin, John Brockland, Jasper Howard, T. Clark Weymouth, Aleksandar Dukic, Logan Breed and Tiffany Posil of Hogan Lovells US LLP acted as legal advisors to Rosetta Stone. Richard A. Presutti, Antonio Diaz-Albertini, F. Xavier Kowalski, Ian Levin, Edward Sadtler, John Garces and David Passey of Schulte Roth & Zabel LLP acted as legal advisors to Veritas Capital and Cambium Learning Group. Cambium Learning Group, Inc. completed the acquisition of Rosetta Stone Inc. (NYSE:RST) on October 13, 2020. As of October 13, 2020, 20.42 million shares were validly tendered representing approximately 84.59% of the shares outstanding as of the expiration time. As of the expiration time, notices of guaranteed delivery had been delivered with respect to 0.6 million additional Shares, representing approximately 2.35% of the outstanding shares as of the expiration time. The offer satisfied the minimum condition and all other conditions. Cambium Learning has accepted for payment all shares validly tendered. At the effective time, all remaining outstanding shares not accepted for payment in the offer (other than any (i) shares held by the Cambium Learning or any subsidiary of any of the foregoing, (ii) Cambium Learning restricted shares and (iii) shares held by stockholders who are entitled to and have preserved their appraisal rights under Section 262 of the DGCL) that are outstanding immediately prior to the effective time shall be cancelled, shall cease to exist, shall no longer be outstanding, and shall be converted into the right to receive $30 in cash, without interest. Following consummation of the merger, the shares will be delisted and will cease to trade on the New York Stock Exchange. Upon closing of the transaction, A. John Hass III, Patrick W. Gross, Laurence Franklin, George A. Logue, David Nierenberg, Jessie Woolley-Wilson, Steven P. Yankovich, Aedhmar Hynes and Kathryn Eberle Walker resigned from his or her respective position as a member of Rosetta Stone’s Board of Directors. John Campbell and Barbara Benson became the directors of Rosetta Stone. John Campbell became President and Chief Executive Officer and Barbara Benson became Chief Financial Officer and Treasurer of Rosetta Stone. All of Rosetta Stone’s officers voluntarily resigned, with the exception of Mathew N. Hulett and Nicholas C. Gaehde. Broadridge Corporate Issuer Solutions, Inc. acted as depositary and paying agent to Cambium Learning. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Goldman Sachs & Co. LLC.