EX-99.(A)(1)(E) 6 d71060dex99a1e.htm (A)(1)(E) (a)(1)(E)

Exhibit (a)(1)(E)

Offer to Purchase For Cash

All Outstanding Shares of Common Stock

of

ROSETTA STONE INC.

at

$30.00 NET PER SHARE

Pursuant to the Offer to Purchase, dated September 15, 2020

by

EMPOWER MERGER SUB INC.

a wholly-owned subsidiary of

CAMBIUM HOLDING CORP.

 

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 13, 2020, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

September 15, 2020

To Our Clients:

Enclosed for your consideration is an Offer to Purchase, dated September 15, 2020 (the “Offer to Purchase”), and 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 as permitted under the Merger Agreement described below, collectively constitute the “Offer”), relating to the offer 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”), to purchase all of the issued and outstanding shares (the “Company 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 (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. Also enclosed is Rosetta Stone’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Offer.

FOR THE REASONS DESCRIBED IN THE SCHEDULE 14D-9, THE BOARD OF DIRECTORS OF ROSETTA STONE (THE “ROSETTA STONE BOARD”) RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER ALL OF YOUR COMPANY SHARES TO THE OFFEROR PURSUANT TO THE OFFER.

We or our nominees are the holder of record of Company Shares held by us for your account. A tender of such Company Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Company Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Company Shares held by us for your account, pursuant to the terms and conditions set forth in the Offer.

Your attention is directed to the following:

1. The Offer Price is $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.

2. The Offer is being made for all issued and outstanding Company Shares.

3. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of August 29, 2020, by and among Rosetta Stone, Parent and the Offeror (as it may be amended and supplemented from time to time, the “Merger Agreement”), pursuant to which, as soon as practicable after the consummation of the Offer, and subject to the satisfaction or waiver of certain conditions, the Offeror will merge with and into Rosetta Stone (the “Merger”), with Rosetta Stone continuing as the surviving corporation in the Merger, as a wholly-owned subsidiary of Parent.

4. The Merger Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law (the “DGCL”), which permits completion of the Merger upon the collective ownership by Parent, the Offeror and any other affiliate of Parent of one share more than 50% of the then outstanding Company Shares, and, if the Merger is so effected pursuant to Section 251(h) of the DGCL, no vote of Rosetta Stone’s stockholders will be required to adopt the Merger Agreement or consummate the Merger. As a result of the Merger, the Company Shares will cease to be publicly traded. Parent and the Offeror are controlled by the Sponsor.

5. The Rosetta Stone Board has unanimously (with one director recusing herself) (a) determined that the Offer and the Merger, and the other transactions contemplated by the Merger Agreement, are fair to, and in the best interests of, Rosetta Stone’s stockholders, (b) authorized and approved the execution, delivery and performance of the Merger Agreement by Rosetta Stone, (c) declared that the Merger Agreement is advisable, (d) resolved to recommend that the stockholders of Rosetta Stone tender their Company Shares pursuant to the Offer, and (e) elected to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL.

6. The obligation of the Offeror to accept for payment and pay for Company Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the conditions set forth in “The Tender Offer—Section 13—Conditions of the Offer” of the Offer to Purchase.

7. The Offer and withdrawal rights will expire at one minute after 11:59 p.m., New York City Time, on October 13, 2020, unless the Offer is extended by the Offeror or earlier terminated. Previously tendered Company Shares may be withdrawn at any time until the Offer has expired, and if not previously accepted for payment at any time, after November 14, 2020, pursuant to SEC regulations.

8. Any transfer taxes applicable to the sale of Company Shares to the Offeror pursuant to the Offer will be paid by the Offeror, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

If you wish to have us tender any or all of your Company Shares, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Company Shares, then all such Company Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Company Shares in any U.S. state in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Company Shares in such jurisdiction.

INSTRUCTION FORM

With Respect to the Offer to Purchase For Cash

All Outstanding Shares of Common Stock

of

ROSETTA STONE INC.

at

$30.00 NET PER SHARE

Pursuant to the Offer to Purchase, dated September 15, 2020

by

EMPOWER MERGER SUB INC.

a wholly-owned subsidiary of

CAMBIUM HOLDING CORP.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated September 15, 2020 (the “Offer to Purchase”), and 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 as permitted therein, collectively constitute the “Offer”), relating to the offer by Empower Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Cambium Holding Corp., a Delaware corporation, which is a portfolio company of The Veritas Capital Fund VI, L.P., a Delaware limited partnership, to purchase all of the issued and outstanding shares (the “Company Shares”) of common stock, par value $0.00005 per share, of Rosetta Stone Inc., a Delaware corporation, at a 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.

The undersigned hereby instruct(s) you to tender to the Offeror the number of Company Shares indicated below (or if no number is indicated, all Company Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understand(s) and acknowledge(s) that all questions as to the validity, form and eligibility (including time of receipt) and acceptance for payment of any tender of Company Shares made on the undersigned’s behalf will be determined by the Offeror in its sole discretion.

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Number of Company Shares to be Tendered:     SIGN HERE
   
Company Shares*        Signature(s)
   
Account No.                                                                         

 

   
Dated     , 2020    

 

   
     

 

   
Area Code and Phone Number    

 

   

 

     Please Print name(s) and address(es) here
   
Tax Identification Number or Social Security Number      

 

*

Unless otherwise indicated, it will be assumed that all Company Shares held by us for your account are to be tendered.