NEW YORK, March 05, 2019 (GLOBE NEWSWIRE) -- Notice is hereby provided to all persons who held shares of Cambium Learning Group, Inc. (“Cambium”) common stock at any time during the period from and including October 12, 2018 until December 18, 2018.
The purpose of this Notice is to inform you about developments with respect to the putative class action lawsuit captioned Al-Amoodi v. Cambium Learning Group, Inc., et al., C.A. No. 2018-0849-KSJM (Del. Ch.) (the “Action”), including the dismissal of the Action and an agreement to pay attorneys’ fees and expenses to counsel for Plaintiff Khaled Abdulrahman M. Al-Amoodi (“Plaintiff”) in the Action.
By way of background, Plaintiff commenced the Action on behalf of himself and a putative class of Cambium stockholders to challenge the transaction set forth in an October 12, 2018 merger agreement between Cambium and Campus Holding Corp. (“Campus”). Pursuant to this agreement, Campus, through its affiliate Campus Merger Sub Inc. (“Merger Sub”), ultimately acquired each share of Cambium stock in exchange for $14.50 in cash (the “Merger” or “Transaction”). Because Cambium’s controlling stockholder, Veronis Suhler Stevenson LLC (“VSS”), held approximately 68.4% of the voting common stock in the Company and provided its written consent to the Transaction, the Transaction was approved without a stockholder vote.
On November 9, 2018, Cambium filed a Preliminary Information Statement with the United States Securities and Exchange Commission (the “SEC”) on Form PREM14C that, among other things, described the background of the Transaction, the fairness opinion issued in connection with the Transaction, and certain financial projections generated by Cambium’s management. On November 19, 2018, Cambium filed a Definitive Information Statement on Form DEFM14C that contained the same information (the “Information Statement”).
On November 21, 2018, Plaintiff filed a Verified Class Action Complaint in the Court of Chancery of the State of Delaware related to the Transaction alleging that the Individual Defendants had breached their fiduciary duties by failing to disclose material information necessary for Cambium stockholders to determine whether to seek appraisal of their shares (the “Action”). The Action alleged that Defendants were breaching their fiduciary duties by omitting certain information that Plaintiff contended should have been disclosed to Cambium’s stockholders in the Information Statement.
On November 30, 2018, Cambium filed an amendment to the Information Statement on Form DEFA14C that contained certain supplemental disclosures (the “Supplemental Disclosures”) (accessible on the United States Securities and Exchange Commission’s website at https://www.sec.gov/Archives/edgar/data/1466815/000119312518339867/d667129ddefa14c.htm). This form supplemented the original Information Statement to include certain additional information, which mooted Plaintiff’s disclosure claims in the Action. Thereafter, Plaintiff’s counsel concluded that the claims asserted in the Action, for which Plaintiff was primarily seeking equitable relief, were either moot due to the Supplemental Disclosures or otherwise were highly unlikely to result in obtaining any further benefit for the Cambium stockholders.
On January 18, 2019, the parties in the Action jointly submitted to the Court a Stipulated [Proposed] Order Dismissing Action as Moot and Retaining Jurisdiction to Determine Plaintiff’s Counsel’s Application for an Award of Attorneys’ Fees & Reimbursement of Expenses (the “Stipulation”). On January 22, 2019, the Court granted the Stipulation and thereby dismissed the Action with prejudice as to Plaintiff, and without prejudice as to any absent members of the putative class. Pursuant to the Order, the Court retained jurisdiction solely for the purpose of determining Plaintiff’s counsel’s application for an award of attorneys’ fees and reimbursement of expenses.
Only after the Action was dismissed did the parties commence and engage in discussions to resolve issues regarding Plaintiff’s counsel’s application for fees and expenses and the amount thereof. After negotiations, Defendants agreed to make an all-inclusive fee and expense payment to Plaintiff’s counsel in the Action in the amount of $60,000.00 to resolve any application for an award of attorneys’ fees and expenses to be made by counsel for Plaintiff in the Action. This amount will be paid by or on behalf of Cambium. The parties to the litigation have agreed that payment will be made within ten (10) days of final dismissal and closure of the Action.
CONTACT:
Levi & Korsinsky, LLP
Donald J. Enright, Esq.
1101 30th Street, NW
Suite 115
Washington, DC 20007
Tel: (202) 524-4290
Fax: (866) 367-6510
www.zlk.com