This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO) is being filed by Empower Merger Sub Inc., a Delaware corporation (the Offeror) and a wholly-owned subsidiary of Cambium Holding Corp., a Delaware corporation (Parent), which is a
portfolio company of The Veritas Capital Fund VI, L.P., a Delaware limited partnership (the Sponsor). This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Company Shares at a purchase
price of $30.00 per share (the Offer Price), net to the holder thereof in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
September 15, 2020 (the Offer to Purchase), and in the related Letter of Transmittal (the Letter of Transmittal which, together with the Offer to Purchase, as each may be amended or supplemented from time
to time in accordance with the Merger Agreement described below, collectively constitute the Offer), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the
information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and
Plan of Merger, dated as of August 29, 2020, by and among Parent, the Offeror and Rosetta Stone, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.
Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.
ITEM 1.
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SUMMARY TERM SHEET.
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The information set forth in the section entitled Summary Term Sheet of the Offer to Purchase is incorporated herein by reference.
ITEM 2.
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SUBJECT COMPANY INFORMATION.
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(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Rosetta Stone Inc., a Delaware corporation. Rosetta
Stones principal executive offices are located at 1621 N. Kent Street, Suite 1200, Arlington, VA 22209. Rosetta Stones telephone number is (703) 387-5800.
(b) This Schedule TO relates to the outstanding Company Shares. Rosetta Stone has advised the Offeror and Parent that, as of September 11, 2020 (the most
recent practicable date), 24,609,055 Company Shares (including 478,356 shares of restricted common stock) were issued and outstanding.
(c) The information
set forth in Section 6 (entitled Price Range of Company Shares; Dividends) of the Offer to Purchase is incorporated herein by reference.
ITEM 3.
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IDENTITY AND BACKGROUND OF FILING PERSON.
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(a)-(c) This Schedule TO is filed by the Offeror and Parent. The information set forth in Section 9 (entitled Certain Information Concerning the
Offeror, Parent and the Sponsor) of the Offer to Purchase and Schedule A to the Offer to Purchase is incorporated herein by reference.
ITEM 4.
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TERMS OF THE TRANSACTION.
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(a)(1)(i)-(viii), (xii), (a)(2)(i)-(iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by
reference:
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the Summary Term Sheet
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The Tender OfferSection 1Terms of the Offer
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The Tender OfferSection 2Acceptance for Payment and Payment for Company Shares
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