Camden Learning Corporation Announces Proposed Transfer of Restricted Shares from Company Sponsor, Camden Learning, LLC
BALTIMORE & RAPID CITY, S.D. -- Camden Learning Corporation (OTCBB: CAEL, CAELW, CAELU), today announced that Camden Learning, LLC, the Company's sponsor, has agreed to transfer restricted shares of Company common stock it acquired prior to the Company's initial public offering to Company stockholders holding 50,000 or more shares of Company common stock as of November 5, 2009 who vote in favor of the proposed transaction with Dlorah, Inc., continue to be stockholders through the closing date of the transaction and who have not entered into any contract with respect to the voting, repurchase or disposition of their Company common stock. Camden Learning, LLC has agreed to transfer one share owned by it for every three shares owned by such stockholders who satisfy the above conditions. In addition, Camden Learning, LLC has agreed to such transfer with respect to Company stockholders who were not stockholders as of November 5, 2009, hold 50,000 or more shares of Company common stock as of November 23, 2009, and who continue to be stockholders through the closing date of the transaction with Dlorah, Inc. The recipients of such shares are expected to execute joinder agreements to the current registration rights agreement in favor of Camden Learning, LLC with respect to such shares.
Date for Special Meeting of Warrantholders and Stockholders 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 is detailed in the proxy statement mailed to all stockholders and warrantholders of record as of November 5, 2009.
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.