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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rosetta Stone Inc | NYSE:RST | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 29.99 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Rosetta Stone Inc.
(Name of Subject Company (Issuer))
Empower Merger Sub Inc.
(Name of Filing Persons (Offeror))
a wholly-owned subsidiary of
Cambium Holding Corp.
(Name of Filing Persons (Parent of Offeror))
Common Stock, par value $0.00005 per share
(Title of Class of Securities)
777780107
(CUSIP Number of Class of Securities)
Daniel Sugar
Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 32nd Floor
New York, New York 10019
(212) 415-6700
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
With copies to:
Richard A. Presutti
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
CALCULATION OF FILING FEE
Transaction Valuation* | Amount Of Filing Fee** | |
$791,735,806.71 | $102,767.31 | |
* |
Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 24,609,055 shares of common stock (including 478,356 shares of restricted common stock), par value $0.00005 per share (the Company Shares), of Rosetta Stone Inc., a Delaware corporation (Rosetta Stone), issued and outstanding, multiplied by the offer price of $30.00 per share; (ii) 299,571 Company Shares reserved for issuance upon the settlement of outstanding Rosetta Stone restricted stock unit awards multiplied by the offer price of $30.00 per share; (iii) 419,401 Company Shares reserved for issuance upon settlement of outstanding Rosetta Stone performance stock unit awards multiplied by the offer price of $30.00 per share; and (iv) 1,542,539 Company Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $30.00 per share, multiplied by the offer price of $30.00 per share minus the exercise price for each such option. The foregoing share figures have been provided by Rosetta Stone to the Offeror and are as of September 11, 2020, the most recent practicable date. |
** |
The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory Rate #1 for fiscal year 2020, issued October 1, 2019, is calculated by multiplying the Transaction Valuation by 0.0001298. |
☐ |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | N/A | Filing Party: | N/A | |||
Form or Registration No.: | N/A | Date Filed: | N/A |
☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒ |
third-party tender offer subject to Rule 14d-1. |
☐ |
issuer tender offer subject to Rule 13e-4. |
☐ |
going-private transaction subject to Rule 13e-3. |
☐ |
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
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. |
SUMMARY TERM SHEET. |
The information set forth in the section entitled Summary Term Sheet of the Offer to Purchase is incorporated herein by reference.
ITEM 2. |
SUBJECT COMPANY INFORMATION. |
(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. |
IDENTITY AND BACKGROUND OF FILING PERSON. |
(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. |
TERMS OF THE TRANSACTION. |
(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:
|
the Introduction |
|
the Summary Term Sheet |
|
The Tender OfferSection 1Terms of the Offer |
|
The Tender OfferSection 2Acceptance for Payment and Payment for Company Shares |
|
The Tender OfferSection 3Procedures for Tendering Company Shares |
|
The Tender OfferSection 4Withdrawal Rights |
|
The Tender OfferSection 5Certain U.S. Federal Income Tax Consequences |
|
The Tender OfferSection 11Purpose of the Offer and Plans for Rosetta Stone; Transaction Documents |
|
The Tender OfferSection 12Sources and Amount of Funds |
|
The Tender OfferSection 13Conditions of the Offer |
|
The Tender OfferSection 15Certain Legal Matters; Regulatory Approvals |
|
The Tender OfferSection 16Appraisal Rights |
|
The Tender OfferSection 18Miscellaneous |
(a)(1)(ix)-(xi), (a)(2)(v)-(vi) Not applicable.
ITEM 5. |
PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. |
(a), (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
the Introduction |
|
the Summary Term Sheet |
|
The Tender OfferSection 9Certain Information Concerning the Offeror, Parent and the Sponsor |
|
The Tender OfferSection 10Background of the Offer; Contacts with Rosetta Stone |
|
The Tender OfferSection 11Purpose of the Offer and Plans for Rosetta Stone; Transaction Documents |
|
Schedule A |
ITEM 6. |
PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. |
(a), (c)(1)-(7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
the Introduction |
|
the Summary Term Sheet |
|
The Tender OfferSection 7Certain Effects of the Offer |
|
The Tender OfferSection 10Background of the Offer; Contacts with Rosetta Stone |
|
The Tender OfferSection 11Purpose of the Offer and Plans for Rosetta Stone; Transaction Documents |
|
Schedule A |
ITEM 7. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
(a), (b), (d) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
the Summary Term Sheet |
|
The Tender OfferSection 11Purpose of the Offer and Plans for Rosetta Stone; Transaction Documents |
|
The Tender OfferSection 12Source and Amount of Funds |
ITEM 8. |
INTEREST IN SECURITIES OF THE SUBJECT COMPANY. |
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
The Tender OfferSection 9Certain Information Concerning the Offeror, Parent and the Sponsor |
|
Schedule A |
(b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
The Tender OfferSection 9Certain Information Concerning the Offeror, Parent and the Sponsor |
|
Schedule A |
ITEM 9. |
PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. |
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
the Summary Term Sheet |
|
The Tender OfferSection 3Procedures for Tendering Company Shares |
|
The Tender OfferSection 10Background of the Offer; Contacts with Rosetta Stone |
|
The Tender OfferSection 17Fees and Expenses |
ITEM 10. |
FINANCIAL STATEMENTS. |
Not applicable.
ITEM 11. |
ADDITIONAL INFORMATION. |
(a)(1) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
The Tender OfferSection 9Certain Information Concerning the Offeror, Parent and the Sponsor |
|
The Tender OfferSection 10Background of the Offer; Contacts with Rosetta Stone |
|
The Tender OfferSection 11Purpose of the Offer and Plans for Rosetta Stone; Transaction Documents |
(a)(2) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
The Tender OfferSection 11Purpose of the Offer and Plans for Rosetta Stone; Transaction Documents |
|
The Tender OfferSection 13Conditions of the Offer |
|
The Tender OfferSection 15Certain Legal Matters; Regulatory Approvals |
(a)(3) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
The Tender OfferSection 13Conditions of the Offer |
|
The Tender OfferSection 15Certain Legal Matters; Regulatory Approvals |
(a)(4) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
The Tender OfferSection 7Certain Effects of the Offer |
(a)(5) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
|
The Tender OfferSection 15Certain Legal Matters; Regulatory Approvals |
(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference
ITEM 12. |
EXHIBITS. |
* Filed |
herewith |
ITEM 13. |
INFORMATION REQUIRED BY SCHEDULE 13E-3. |
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
EMPOWER MERGER SUB INC. | ||||
By: |
/s/ BARBARA BENSON |
|||
Name: | Barbara Benson | |||
Title: | Chief Financial Officer | |||
CAMBIUM HOLDING CORP. | ||||
By: |
/s/ BARBARA BENSON |
|||
Name: | Barbara Benson | |||
Title: | Chief Financial Officer |
Dated: September 15, 2020
1 Year Rosetta Stone Chart |
1 Month Rosetta Stone Chart |
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