4//SEC Filing
Voyager Learning CO 4
Accession 0001209191-09-056297
CIK 0000215219operating
Filed
Dec 8, 7:00 PM ET
Accepted
Dec 9, 9:52 PM ET
Size
6.6 KB
Accession
0001209191-09-056297
Insider Transaction Report
Form 4
Voyager Learning COVLCY.PK
SURRATT RICHARD J
President and CEO
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−6,840→ 0 total
Footnotes (2)
- [F1]On December 8, 2009, the issuer was acquired by Cambium Learning Group, Inc., pursuant to an Agreement and Plan of Mergers, dated as of June 20, 2009, by and among Vowel Acquisition Corp., Voyager Learning Company, Cambium Learning Group, Inc., VSS-Cambium Holdings II Corp., Consonant Acquisition Corp., and Vowel Representative, LLC (as amended, the "Merger Agreement"). All shares of Voyager Learning Company common stock held by the reporting person at the time of the merger were exchanged for merger consideration pursuant to the Merger Agreement. The merger consideration consists of the right to receive, at the election of each stockholder, either (i) $6.50 in cash, without interest, OR (ii) one (1) share of common stock of Cambium Learning Group, Inc., plus, regardless of the election made, additional consideration consisting of cash and a contingent value right, as described in the Merger Agreement.
- [F2]The amount of cash available for the cash elections is limited to $67,500,000 in the aggregate (the "Cash Amount"). Because the Cash Amount is insufficient to accommodate all of the cash elections made by the Voyager stockholders, the stockholders that elected to exchange shares of Voyager common stock for cash will be subject to a pro rata reduction in accordance with agreed procedures set forth in the Merger Agreement.
Documents
Issuer
Voyager Learning CO
CIK 0000215219
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000215219
Filing Metadata
- Form type
- 4
- Filed
- Dec 8, 7:00 PM ET
- Accepted
- Dec 9, 9:52 PM ET
- Size
- 6.6 KB