This Amendment No. 3 (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. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by restating the subsection entitled
“Legal Proceedings” in its entirety as follows:
“On September 16, 2020, a putative stockholder lawsuit captioned
Wang v. Rosetta Stone Inc., et al., Case No. 1:20-cv-01237 (D. Del. filed Sept. 16, 2020), was filed against the Company and members of the Company’s 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 (S.D.N.Y. filed Sept. 17, 2020), was filed against the Company and members of the Company’s Board in the U.S. District Court for the Southern District
of New York. On September 23, 2020, a putative class action lawsuit captioned Harrison v. Rosetta Stone Inc., et al., Index No. 654635/2020 (Sup. Ct., N.Y. Cnty. filed Sept. 23, 2020), was filed against the Company and members of
the Company’s Board in the Supreme Court of the State of New York in the County of New York. On September 24, 2020, a putative class action lawsuit captioned Curtis v. Rosetta Stone Inc., et al., Case No. 1:20-cv-01288 (D. Del. filed Sept. 24, 2020), was filed against the Company, members of the Company’s Board, Parent and Acquisition Sub in the U.S. District Court for the
District of Delaware. All four lawsuits allege that the Company’s 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 in the Wang, Messinger and Curtis actions assert claims under the federal securities laws and the rules promulgated thereunder. Plaintiffs in
the Messinger and Harrison actions allege that the members of the Company’s Board breached their fiduciary duties in connection with the Transactions. 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. We believe that plaintiffs’ allegations lack merit.”