Cambium Learning Group, Inc. entered into a definitive agreement to acquire Rosetta Stone Inc. (NYSE:RST) for approximately $760 million on August 29, 2020. Under the terms of the transaction, Cambium Learning Group will acquire Rosetta Stone in an all cash transaction for $30 per share. Each outstanding Rosetta Stone options will be entitled to receive, for each share underlying such Rosetta Stone Option, an amount in cash equal to the per share amount minus the exercise price per Rosetta Stone Share. Each outstanding Rosetta Stone RSU, PSU and restricted share will be entitled to receive an amount in cash equal to the per share amount. Cambium Learning Group executed debt commitment letters for purpose of financing the transaction. Upon completion, Rosetta Stone will be a wholly owned subsidiary of Cambium Learning Group. The Rosetta Stone Board, company management and advisors drove a deliberate and comprehensive strategic review process. As part of that review, Rosetta Stone held discussions with a number of parties, including Cambium, through a formal, competitive process. Upon termination of the agreement under certain circumstances, Rosetta Stone is obligated to pay Cambium Learning Group a termination fee equal to $15.8 million while Cambium Learning Group is obligated to pay Rosetta Stone a termination fee equal to $55.4 million. The transaction is subject to the satisfaction of the minimum tender condition, the receipt of specified regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The Board of Directors of Rosetta Stone unanimously approved the transaction with one director not participating due to a potential interest in the transaction. Cambium Learning Group Board approved the execution of the agreement. No vote of stockholders of Rosetta Stone will be required in connection with the agreement. The transaction is not subject to a financing condition. As of September 21, 2020, Federal Trade Commission has provided early termination of the waiting period under the Hart-Scott-Rodino for the transaction. The transaction is expected to close in the fourth quarter of 2020. The tender offer commenced on September 15, 2020 and will expire on October 13, 2020. Goldman Sachs & Co. LLC acted as exclusive financial advisor and fairness opinion provider to Rosetta Stone's Board of Directors, and Lillian Tsu, Keith Flaum, Chris Moore, Gordon Wilson, Michael Frank, Michael DeLarco, Scott Loughlin, John Brockland, Jasper Howard, T. Clark Weymouth, Aleksandar Dukic, Logan Breed and Tiffany Posil of Hogan Lovells US LLP acted as legal advisors to Rosetta Stone. Richard A. Presutti, Antonio Diaz-Albertini, F. Xavier Kowalski, Ian Levin, Edward Sadtler, John Garces and David Passey of Schulte Roth & Zabel LLP acted as legal advisors to Veritas Capital and Cambium Learning Group.