RAPID CITY, S.D. & BALTIMORE--(Business Wire)--
Dlorah, Inc. ("Dlorah"), a privately-held company doing business as National
American University, and Camden Learning Corporation ("Camden"), a publicly-held
company (OTCBB: Units: "CAELU," Common Stock: "CAEL," Warrants: "CAELW"), today
jointly announced they have entered into Amendment No. 1 ("Amendment No. 1") to
the Agreement and Plan of Reorganization, originally executed on August 7, 2009,
as amended and restated in its entirety by that certain Amended and Restated
Agreement and Plan of Reorganization, dated as of August 11, 2009, through which
Dlorah and Camden will merge and the combined entity will be a publicly-held
company. The transaction is expected to close in November 2009.
Pursuant to Amendment No. 1, the restricted stock portion of the consideration
to be received by Dlorah`s stockholders has been reduced from 575,000 shares of
restricted Common Stock to 250,000 shares of restricted Common Stock, which
shares will not be freely tradable until Camden`s Common Stock trades at or
above $8.00 per share for sixty consecutive trading days and will be forfeited
if such condition is not satisfied within five years of the anniversary date of
their issuance. In addition, the number of shares of restricted Common Stock to
be received by Camden`s sponsor (Camden Learning, LLC) in consideration for the
cancellation of 2,800,000 Common Stock purchase warrants owned by Camden
Learning, LLC, was increased from 250,000 shares of restricted Common Stock to
575,000 shares of restricted Common Stock, which shares are subject to the same
restrictions applicable to the restricted Common Stock to be received by
Dlorah`s stockholders.
Additionally, the minimum amount of consideration to be received by Dlorah`s
stockholders in the transaction was increased from 70% to 74.4% of the issued
and outstanding capital stock of Camden, on an as-converted and fully diluted
basis, as of the date of closing.
Further, pursuant to Amendment No. 1, the purchase option held by the
underwriters of Camden's initial public offering to purchase up to 625,000 units
has been forfeited and the aggregate deferred underwriting compensation has been
fixed at $1,750,000 in the event the transaction closes, such amount to be paid
without regard to the number of shares of Common Stock redeemed by the Company
in connection with those public stockholders who vote against the transaction
and seek redemption of their Common Stock for a pro rata portion of the amount
held in Camden's trust account.
Finally, the closing condition that the Common Stock and Warrants shall be
listed on the Nasdaq Capital Market or the Nasdaq Global Market has been
eliminated. The Common Stock will continue to be listed on the OTC Bulletin
Board following the closing.
Camden`s Special Meeting of Warrantholders and Special Meeting of Stockholders
will be held on November 23, 2009 at 10:00 a.m. and 10:30 a.m., Eastern time,
respectively, at the offices of Ellenoff Grossman & Schole LLP, Camden`s
counsel, at 150 East 42nd Street, 11th Floor, New York, New York 10017. A record
date has not yet been determined for those warrantholders and stockholders
entitled to attend and vote at the Special Meetings.
The full meeting agendas will be detailed in the definitive proxy statement,
which shall be mailed to all Camden warrantholders and Camden stockholders who
held such securities as of the record date.Investors and security holders are
advised to read the definitive proxy statement because it contains important
information.
Additional information regarding Camden, Dlorah, the transaction and related
matters will be available in the Definitive Proxy Statement to be filed by
Camden with the Securities and Exchange Commission, a copy of which may be
obtained without charge at the Securities and Exchange Commission`s website at
http://www.sec.gov.
About Camden Learning Corporation
Camden is a special purpose acquisition company formed in 2007 for the purpose
of acquiring through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination one or more businesses
or assets. Camden`s initial public offering was consummated on December 5, 2007
and it received net proceeds of approximately $53 million through the sale of
6,250,000 units, and an additional 376,300 units pursuant to the underwriters`
over-allotment option, at $8.00 per unit. Each unit is comprised of one share of
Camden common stock and one warrant with an exercise price of $5.50. As of
August 31, 2009, Camden held approximately $52.5 million (or approximately $7.92
per share) in a trust account maintained by an independent trustee, which will
be released upon the consummation of the transaction.
About National American University
Accredited by the Higher Learning Commission and a member of the North Central
Association of Colleges and Schools, National American University has been
providing quality career education since 1941. National American University
opened its first campus in Rapid City, S.D., and the university has grown to 16
locations throughout the central United States. In 1996, National American
University started developing online courses through its distance learning
virtual campus, and today offers students the flexibility and convenience to
take classes when it fits their busy lifestyle. Undergraduate program offerings
vary from diploma, associate and bachelor`s degrees in areas ranging from
accounting, allied health, athletic training, business, criminal justice,
healthcare management, information technology, legal studies, organizational
leadership, veterinary technology and nursing. The university added graduate
studies programs in 2000 and offers Master of Management and Master of Business
Administration degrees.
Not a Proxy Statement
This press release is not a proxy statement or a solicitation of proxies from
the holders of Camden securities and does not constitute an offer of any
securities of Camden for sale. Any solicitation of proxies will be made only by
the definitive proxy statement/prospectus that is being mailed to stockholders
and warrantholders who held such securities as of the record date. Interested
investors and security holders are urged to read the definitive proxy
statement/prospectus and appendices thereto because they contain important
information about Camden, Dlorah and the proposals to be presented at the
Special Meetings.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 regarding Camden, Dlorah
and Camden`s business after completion of the proposed transactions.
Forward-looking statements are statements that are not historical facts. Such
forward-looking statements, which are based upon the current beliefs and
expectations of the management of Camden and Dlorah, are subject to risks and
uncertainties, which could cause actual results to differ from the
forward-looking statements. The following factors, among others, could cause
actual results to differ from those set forth in the forward-looking statements:
changing interpretations of generally accepted accounting principles, continued
compliance with government regulations, changing legislation or regulatory
environments, requirements or changes affecting the business in which Dlorah is,
and Camden will be, engaged, management of rapid growth, intensity of
competition, general economic conditions, as well as other relevant risks
detailed in Camden`s filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks. Neither
Camden nor Dlorah assumes any obligation to update the information contained in
this release.
Additional Information and Where to Find It
This press release is being made pursuant to and in compliance with Rules 145,
165 and 425 of the Securities Act of 1933, as amended, and does not constitute
an offer of any securities for sale or a solicitation of an offer to buy any
securities. Camden, Dlorah and their respective directors and officers may be
deemed to be participants in the solicitation of proxies for the special
meetings of Camden`s stockholders to be held to approve the transactions
described herein and of Camden`s warrantholders to amend the terms of the
warrant agreement. The underwriters of Camden`s initial public offering may
provide assistance to Camden, Dlorah and their respective directors and
executive officers, and may be deemed to be participants in the solicitation of
proxies. A substantial portion of the underwriters` fees relating to Camden`s
initial public offering were deferred pending stockholder approval of Camden`s
initial business combination, and stockholders and warrantholders are advised
that the underwriters have a financial interest in the successful outcome of the
proxy solicitation. In connection with the proposed transaction, Camden has
filed with the Securities and Exchange Commission a preliminary proxy statement
and will file a definitive proxy statement. Camden`s stockholders and
warrantholders are advised to read, when available, the proxy statement and
other documents filed with the Securities and Exchange Commission in connection
with the solicitation of proxies for the special meetings because these
documents will contain important information. The definitive proxy statement
will be mailed to Camden`s stockholders and warrantholders as of a record date
to be established for voting. Camden`s stockholders and warrantholders will also
be able to obtain a copy of the proxy statement, without charge, by directing a
request to: Camden Learning Corporation, 500 East Pratt Street, Suite 1200,
Baltimore, MD 21202. The preliminary proxy statement and definitive proxy
statement, once available, can also be obtained, without charge, at the
Securities and Exchange Commission`s website at http://www.sec.gov.
Camden Learning Corporation
Mr. David Warnock, 410-878-6800
dwarnock@camdenpartners.com
or
Dlorah, Inc.
Dr. Ronald Shape, 605-721-5220
rshape@national.edu
Copyright Business Wire 2009
