The investment by Camden Partners, a current shareholder of New Horizons, was made together with an investor group via a newly formed investment vehicle NWHW Holdings.
The buying group will acquire all the outstanding common shares of New Horizons for $2.17 per share in cash, all of the outstanding Series B preferred shares of New Horizons for $52.84 per share in cash and all of the outstanding Series C preferred shares of New Horizons for $67.27 per share in cash, plus, in the case of the Series B and Series C preferred shares.
The price per common share represents a premium of 210 per cent over New Horizons’ closing price of $0.70 on 13 August 2012 and a premium of 142 per cent over New Horizons’ volume weighted average closing price over the last 30 trading days.
Both a special committee of New Horizons’ board of directors, as well as the full board, have unanimously approved the merger agreement and recommended that New Horizons’ shareholders approve the transaction.
It is expected that Earle Pratt, New Horizons’ president and CEO, and other members of the senior management team will continue in their roles with the company after the completion of the transaction.
“New Horizons has greatly benefited from the support of Camden Partners since its initial investment in 2005. We are excited that Camden Partners and its investment group are strengthening and deepening this support to help us ensure that New Horizons continues to be the leading global IT training company,” said Pratt.
“New Horizons has been an innovator in blended learning combining the benefits of flexible distance learning with the world’s largest network of IT training centers,” said David Warnock, Chairman of Camden Partners Holdings. “Camden Partners is especially excited to join with our new investors to help provide New Horizons the best possible support for its future growth.”
The agreement provides for a 45-day “go-shop” period and contains customary closing conditions, including receiving the approval of New Horizons’ shareholders and all applicable regulatory approvals.
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