Published:
Camden Learning Corporation Announces Record Date for Special Meeting of Stockholders and Warrantholders to Complete its Proposed Business Combination with Dlorah
BALTIMORE & RAPID CITY, S.D. - (BUSINESS WIRE) - Camden Learning Corporation ("Camden" ) (OTCBB: CAEL, CAELW, CAELU),
today announced that stockholders of record as of the close of business
November 5, 2009 (the "Record Date" ) will be invited to attend Camden's
special meeting of stockholders to vote on, or submit a proxy to vote
on, among other matters, the proposed Agreement and Plan of
Reorganization, as amended, through which Dlorah, Inc., a privately-held
company doing business as National American University, and a
wholly-owned subsidiary of Camden will merge. Camden also announced that
warrantholders of record as of the close of business November 5, 2009
will be invited to attend Camden's special meeting of warrantholders to
vote on the warrant redemption.
Date for Special Meeting of
Shareholders and Warrantholders Set for November 23, 2009
The special meeting of warrantholders is scheduled to be held at 10:00
a.m., New York time, on Monday, November 23, 2009, at the offices of
Ellenoff Grossman & Schole LLP, Camden's counsel, at 150 East 42nd
Street, 11th Floor, New York, New York 10017. The special
meeting of stockholders is scheduled to be held on the same date at the
same location at 10:30 a.m., New York time. The full meeting agenda will
be detailed in the proxy statement to be mailed to all stockholders and
warrantholders of record.
Ensuring Your Vote is Counted
In advance of the Record Date, Camden advises holders of its securities
to move these securities into accounts which do not permit the lending
of securities, so called cash accounts or segregated accounts, and out
of accounts that permit the lending of securities, such as margin
accounts. These steps are designed to ensure that votes related to
common shares and warrants beneficially owned by stockholders and
warrantholders are properly counted. Beneficial owners of common shares
and warrants that have been loaned out (either with or without the
beneficial owners' knowledge) are not permitted to vote those securities.
The closing of the transaction is subject to customary closing
conditions, including the approval of the holders of a majority of
outstanding shares of common stock of Camden issued in its initial
public offering in December 2007 (the "IPO") that vote on the
transaction at the stockholders' meeting and the approval of Camden's
warrantholders of the warrant redemption. The closing is also subject to
holders of less than 30% of Camden's shares of common stock issued in
the IPO voting against the transaction and electing to exercise their
conversion rights.
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, including 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.
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. Statements made in this release, other than those
concerning historical financial information, may be considered
forward-looking statements, which speak only as of the date of this
release and are based on current beliefs and expectations and involve a
number of assumptions. These forward-looking statements include outlooks
or expectations for earnings, revenues, expenses or other future
financial or business performance, strategies or expectations, or the
impact of legal or regulatory matters on business, results of operations
or financial condition. Specifically, forward-looking statements may
include statements relating to the benefits of the transaction; the
future financial performance of Camden following the proposed
transaction; the ability to continue to receive Title IV funds; the
growth of the market for Camden's services; expansion plans and
opportunities; consolidation in the market for Camden's services
generally; and other statements preceded by, followed by or that include
the words "estimate," "plan," "project," "forecast," "intend," "expect,"
"anticipate," "believe," "seek," "target" or similar expressions. These
forward-looking statements involve a number of known and unknown risks
and uncertainties or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied
by these forward-looking statements. Some factors that could cause
actual results to differ include: (1) Camden's ability to complete its
initial business combination within the specified time limits; (2) the
Company's maintenance of Title IV eligibility and Department of
Education/Higher Learning Commission accreditation following the
proposed transaction; (3) officers and directors allocating their time
to other businesses and potentially having conflicts of interest with
Camden's business or in approving the proposed transaction or another
business combination; (4) success in retaining or recruiting, or changes
required in, Camden's officers, key employees or directors following the
proposed transaction; (5) the potential liquidity and trading of
Camden's public securities; (6) adverse tax consequences related to
National American University Foundation; (7) Dlorah's revenues and
operating performance; (8) changes in overall economic conditions; (9)
anticipated business development activities of Camden following the
proposed transaction; (10) risks and costs associated with regulation of
corporate governance and disclosure standards (including pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002); and (11) other risks
referenced from time to time in Camden's filings with the SEC and those
factors listed in the proxy statement therein under "Risk Factors" .
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 transaction 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 of record as of November 5, 2009. 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
Investor
Relations Counsel
The Equity Group Inc.
Adam Prior,
212-836-9606
aprior@equityny.com
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