This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on September 15, 2020 (together with any amendments and supplements hereto, the Schedule TO) 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
Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding shares of common stock, par value $0.00005 per share, of Rosetta Stone Inc., a Delaware corporation (Rosetta Stone), at a purchase price
of $30.00 per share, 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 (as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below), copies of which are attached to and filed with the 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
all of the applicable items in the Schedule TO and is supplemented by the information specifically provided in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. 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) thereto, is incorporated herein by reference with respect to Items 4 through 11 of the
Schedule TO.
Unless otherwise indicated, references to sections in this Amendment are references to sections of the Offer to Purchase. Capitalized terms
used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. This Amendment is being filed to amend and supplement Items 4 and 11 of the Schedule TO as reflected
below.
ITEM 4.
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TERMS OF THE TRANSACTION.
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ITEM 11.
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ADDITIONAL INFORMATION.
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Items 4 and 11 of the Schedule TO and the Offer to Purchase are hereby amended and supplemented by as follows:
1. The subsection titled The Merger AgreementFilings; Other Actions under Section 11 Purpose of the Offer and
Plans for Rosetta Stone; Transaction Documents is hereby amended and supplemented by inserting the following text to the end of the first paragraph:
Early termination of the waiting period under the HSR Act was granted, effective September 21, 2020 at 4:27 p.m., Eastern Time. Accordingly, the
condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied.
2. The subsection titled
Antitrust Compliance under Section 15 Certain Legal Matters; Regulatory Approvals is hereby amended and supplemented by inserting the following text to the end of the last paragraph:
Early termination of the waiting period under the HSR Act was granted, effective September 21, 2020 at 4:27 p.m., Eastern Time. Accordingly, the
condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied. The Offer continues to be subject to the remaining terms and conditions set forth under Section 13 Conditions of the
Offer in this Offer to Purchase.