This Amendment No. 1 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the SEC) on September 15, 2020 (together with the Exhibits and
Annexes thereto and as amended and supplemented from time to time, the Schedule 14D-9) by Rosetta Stone Inc., a Delaware corporation (the Company). The Schedule 14D-9 relates to the tender offer by Empower Merger Sub Inc., a Delaware corporation (Acquisition Sub), 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, disclosed in the Tender Offer Statement on Schedule TO, filed by Acquisition Sub and Parent with the SEC on
September 15, 2020, pursuant to which Acquisition Sub has offered to purchase all of the outstanding shares of common stock, par value $0.00005 per share, of the Company at a purchase price of $30.00 per share, net to the holder in cash, net of
applicable withholding of taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of September 15, 2020, and in the related Letter of Transmittal.
Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and
is incorporated herein by reference as relevant to the items in this Amendment.
Item 8.
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Additional Information.
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented by restating the subsection entitled
Legal Proceedings in its entirety as follows:
Legal Proceedings.
On September 16, 2020, a putative stockholder lawsuit captioned Wang v. Rosetta Stone Inc., et al., Case No. 1:20-cv-01237-UNA, was filed against the Company and members of the Companys Board in the U.S. District Court for the District of Delaware. On September 17, 2020, a
putative stockholder lawsuit captioned Messinger v. Rosetta Stone Inc., et al., Case No. 1:20-cv-07661, was filed against the Company and members of the Companys Board in the U.S. District Court
for the Southern District of New York. Both lawsuits allege that the Companys Schedule 14D-9 omits certain material information necessary for stockholders to make an informed decision whether
to tender their shares, with respect to the financial data, inputs and assumptions underlying Goldman Sachs opinion, and various details in the section of the Schedule 14D-9 entitled
Background of the Offer. Plaintiffs assert claims under the federal securities laws and the rules promulgated thereunder. As relief, plaintiffs seek, among other things, to enjoin the Transactions from closing until
additional allegedly material information is disclosed or, in the alternative, rescission (or rescissory damages) if the Transactions close, as well as an award of their costs and disbursements, including reasonable attorneys fees. The
plaintiff in the Messinger action also alleges that the members of the Companys Board breached their fiduciary duty of disclosure in connection with the Transactions. We believe that plaintiffs allegations lack
merit.