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| 8-K - National American University Holdings, Inc. | v167476_8k.htm |
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NATIONAL
AMERICAN UNIVERSITY AND CAMDEN LEARNING
CORPORATION
COMPLETE BUSINESS COMBINATION AFTER STOCKHOLDERS AND WARRANTHOLDERS APPROVE ALL
PROPOSALS
RAPID CITY, SD and BALTIMORE, MD –
November 23, 2009 – Dlorah, Inc., a privately-held company doing business
as National American University, and Camden Learning Corporation, a
publicly-held company (OTCBB:
Units: “CAELU,” Common Stock: “CAEL,” Warrants: “CAELW”), today jointly
announced they have completed their business combination. Dlorah will
continue to own and operate National American University, a private, for-profit
university with multiple campuses in the United States, which offers
undergraduate and graduate programs. Camden, now known as “National
American University Holdings, Inc.,” is the publicly-traded holding company of
Dlorah. National American University Holdings, Inc. common stock is
expected to be traded on the OTCBB under the symbol “NAUH”.
At a
Special Meeting of Warrantholders today, the Camden warrantholders approved the
proposed amendment to the warrant agreement governing its outstanding warrants,
and at a Special Meeting of Stockholders today, the Camden stockholders approved
the proposed business combination with Dlorah, Inc. as well as related
proposals.
“We are
very pleased that our stockholders approved the transaction with Dlorah,” stated
David L. Warnock, Chairman and Chief Executive Officer of
Camden. “This transaction provides National American University with
the platform to execute its growth strategy of delivering high-quality academic
programs and services to students across the world and allows the Camden
Learning stockholders to participate in the growth of National American
University. We are excited about National American University’s
opportunities in the areas of hybrid learning, nursing and online
education. We at Camden Partners are also proud, having raised the
first education SPAC to have completed a transaction with such an outstanding
institution.”
Ronald L.
Shape, Ed., Chief Executive Officer of National American University, added,
“This transaction represents an important milestone for National American
University.”
Robert
Buckingham, Chairman of Dlorah, stated, “The Buckingham family is extremely
pleased to complete this transaction. We believe that National
American University will benefit greatly by being public. I have the
utmost confidence in the ability of our strong management team to continue to
lead the university and to further develop the university’s academic programs
and services.”
The
senior management of National American University, led by Dr. Jerry Gallentine
(University President), Dr. Ronald Shape (CEO and interim CFO), and Dr. Sam Kerr
(Provost and General Counsel), will continue to lead the
university. Mr. Robert Buckingham will continue to serve as the
Chairman of the Board.
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In
accordance with the terms of the transaction, all of the issued and outstanding
equity interests of Dlorah were exchanged for (i) 100,000 shares of
Class A Common Stock, which is convertible into 15,730,000 shares of Camden
common stock, (ii) 2,800,000 newly issued common stock purchase warrants to
purchase up to 2,800,000 shares of Camden common stock at a price of $5.50 per
share, and (iii) 250,000 shares of restricted common stock, which shall not be
freely tradable until such time as the Camden common stock trades at or above
$8.00 per share for any sixty (60) consecutive trading day period. In
connection with the transaction, Dlorah became a wholly-owned subsidiary of
Camden. In accordance with the warrant redemption proposal, which was
approved at the Special Meeting of Warrantholders, all of Camden’s outstanding
public warrants are being redeemed at a price of $0.50 per warrant following the
closing with Dlorah. The units and warrants of Camden are expected to
cease trading on the OTCBB at the close of business on November 24,
2009.
At the
Special Meeting of Stockholders, Camden’s stockholders also approved the
following related proposals: (i) an amendment to the amended and restated
certificate of incorporation to change the name of the Company from “Camden
Learning Corporation” to “National American University Holdings, Inc.”, (ii) an
amendment to the amended and restated certificate of incorporation of the
Company to increase the authorized capital stock from 21,000,000 shares,
consisting of 20,000,000 shares of common stock and 1,000,000 shares of
preferred stock, to 51,100,000 shares, consisting of 50,000,000 shares of common
stock, 100,000 shares of Class A Common Stock and 1,000,000 shares of preferred
stock, (iii) an amendment to Camden’s amended and restated certificate of
incorporation to create a new class of common stock designated as Class A Common
Stock, (iv) an amendment to Camden’s amended and restated certificate of
incorporation to eliminate certain special purpose acquisition company
provisions therein, which among other things, provide for Camden’s perpetual
existence following consummation of the business combination, and (v) the
adoption of the 2009 Stock Option and Compensation Plan.
The
transaction was approved by more than 64% of the stockholders of Camden voting
at the special meeting. Approximately 1,877,418 shares issued in the
Company’s initial public offering voted against the business combination with
Dlorah and elected to be converted into a pro rata portion of the proceeds from
Camden’s IPO held in trust ($7.92 per share), representing less than 30% of the
shares issued in the IPO.
Advisors and
Counsel
Morgan
Joseph & Co. Inc. acted as financial advisor to Camden in
connection with the transaction. Ellenoff Grossman & Schole LLP
acted as legal counsel for Camden.
Stifel,
Nicolaus & Company Incorporated acted as financial advisor
to Dlorah in connection with the transaction. Gray, Plant,
Mooty, Mooty & Bennett, P.A. acted as legal counsel for Dlorah.
About Camden Learning
Corporation
Camden is
a special purpose acquisition company formed in 2007 for the purpose of
acquiring through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination one or more businesses
or assets. Camden’s initial public offering was consummated on
December 5, 2007 and it received net proceeds of approximately $53 million
through the sale of 6,250,000 units, including 376,300 units pursuant to the
underwriters’ over-allotment option, at $8.00 per unit. Each unit was
comprised of one share of Camden common stock and one warrant with an exercise
price of $5.50. As of August 31, 2009, Camden held approximately
$52.5 million (or approximately $7.92 per share) in a trust account maintained
by an independent trustee, which will be released now that the transaction with
Dlorah has been consummated.
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About National American
University
Accredited
by the Higher Learning Commission and a member of the North Central Association
of Colleges and Schools, National American University has been providing quality
career education since 1941. National American University opened its
first campus in Rapid City, S.D., and the university has grown to 17 locations
throughout the central United States. In 1996, National American
University started developing online courses through its distance learning
virtual campus, and today offers students the flexibility and convenience to
take classes when it fits their busy lifestyle. Undergraduate program
offerings vary from diploma, associate and bachelor’s degrees in areas ranging
from accounting, allied health, athletic training, business, criminal justice,
healthcare management, information technology, legal studies, organizational
leadership, veterinary technology and nursing. The university added
graduate studies programs in 2000 and offers Master of Management and Master of
Business Administration degrees.
Forward Looking
Statements
This
press release may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding Camden, Dlorah and
National American University’s business after completion of the proposed
transactions. Statements made in this release, other than those
concerning historical financial information, may be considered forward-looking
statements, which speak only as of the date of this release and are based on
current beliefs and expectations and involve a number of
assumptions. These forward-looking statements include outlooks or
expectations for earnings, revenues, expenses or other future financial or
business performance, strategies or expectations, or the impact of legal or
regulatory matters on business, results of operations or financial
condition. Specifically, forward-looking statements may include
statements relating to the benefits of the transaction; the future financial
performance of National American University; the ability to continue to receive
Title IV funds; the growth of the market for National American University’s
services; expansion plans and opportunities; consolidation in the market for
National American University’s services generally; and other statements preceded
by, followed by or that include the words “estimate,” “plan,” “project,”
“forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or
similar expressions. These forward-looking statements involve a
number of known and unknown risks and uncertainties or other assumptions that
may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ include: (1) National American
University’s maintenance of Title IV eligibility and Department of
Education/Higher Learning Commission accreditation following the proposed
transaction; (2) success in retaining or recruiting, or changes required in,
National American University’s officers, key employees or directors; (3) the
potential liquidity and trading of National American University’s common stock;
(4) adverse tax consequences related to National American University Foundation;
(5) Dlorah’s revenues and operating performance; (6) changes in overall economic
conditions; (7) anticipated business development activities of National American
University; (8) risks and costs associated with regulation of corporate
governance and disclosure standards (including pursuant to Section 404 of
the Sarbanes-Oxley Act of 2002); and (9) other risks referenced from time to
time in National American University’s filings with the SEC and those factors
listed in the proxy statement therein under “Risk
Factors”. National American University assumes no obligation
to update the information contained in this release.
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Contacts:
Camden
Learning Corporation
Contact:
Mr. David Warnock
410-878-6800
dwarnock@camdenpartners.com
Dlorah,
Inc.
Contact:
Dr. Ronald Shape
605-721-5220
rshape@national.edu
Investor
Relations Counsel
The
Equity Group Inc.
Adam
Prior
212-836-9606
aprior@equityny.com