SUPPLEMENTAL DISCLOSURES TO THE INFORMATION STATEMENT
The disclosure in the Information Statement in the section The Merger Background of the Merger beginning on page 19 is supplemented as
follows:
By adding the following sentence as the last sentence to the second full paragraph on page 19 under the heading Background of the
Merger
:
During the two years prior to January 2018, neither the Cambium Majority Stockholder nor any of its affiliates had engaged Macquarie or
any of its affiliates to provide investment banking advice or services.
By amending and restating the last sentence of the fourth full paragraph on
page 19 under the heading Background of the Merger as follows:
The Special Committee consisted of Messrs. Clifford K. Chiu, Walter G.
Bumphus and Thomas Kalinske, was charged with, among other things, reviewing the terms and conditions of the VKidz Acquisition and determining whether to proceed with the VKidz Acquisition, and engaged independent professional advisors to assist it
in evaluating the VKidz Acquisition.
By amending and restating the fourth full paragraph on page 20 as follows:
During the months of June and early July 2018, the Company
executed non-disclosure agreements
(NDAs) with 63 potential buyers, generally with terms of
18-24
months and the confidentiality provisions of which are still in effect. 59 of the NDAs included a customary standstill provision
designed to provide the Board with control over the bid review process, as well as public disclosures with respect to such process, and afforded the Board the ability to maximize stockholder value with respect to proposals received during the course
of such process. 57 of the NDAs that contained the standstill provision included a customary dont ask, dont waive provision and 23 of the NDAs that contained the standstill provision also included a carveout in connection
with entry into a material definitive agreement. The Board was aware of and understood the terms of the NDAs. At no point in the process did any bidder who was party to an NDA with the standstill provision indicate a desire to submit a higher bid
than a previously submitted bid that was not advanced to the next round of the process, nor was any bidder precluded from doing so nor advised or discouraged by the Company or its representatives from doing so.
By adding the following sentence as the second sentence to the fifth full paragraph on page 21:
In the letter describing the second round of the sale process, potential buyers were instructed that their indications should clearly state if their indication
of interest contemplated the acquisition of VKidz together with the Company, or not.
By adding the following sentence as the third to last sentence to
the sixth full paragraph on page 22:
Parent, Participant 1 and Participant 2 were identified as the top three buyers because they submitted bids with
the highest offer price per share of Common Stock.
By adding the following sentences as the second and third sentences to the third full paragraph on
page 23:
In the letter describing the final-round of the sale process, potential buyers were instructed that their indications should clearly state if
their indication of interest contemplated the acquisition of VKidz together with the Company, or not. At the direction of the Company, this point was verbally emphasized by Macquarie to Parent, Participant 1 and Participant 2.
Additional Information and Where to Find It
The Company has filed with the SEC and mailed to its stockholders the Information Statement in connection with the Merger. We urge investors
and security holders to read the Information Statement because it contains important information regarding the Merger. You may obtain a free copy of the Information Statement and other related documents filed by the Company with the SEC at the
SECs website at www.sec.gov. You also may obtain the Information Statement and other documents filed by the Company with the SEC relating to the Merger for free by accessing the Companys website at www.cambiumlearning.com by clicking on
the link for Investor Relations, then clicking on the link for SEC Filings.
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