CONSHOHOCKEN, Pa.--(BUSINESS WIRE)--New Horizons Worldwide, Inc. (Pink Sheets: NWRZ), the world’s largest independent IT training company, today announced that it has entered into a definitive merger agreement under which it will be acquired by NWHW Holdings, Inc., a newly formed entity backed by Camden Partners Holdings, LLC, a leading investment firm and a current shareholder of New Horizons, together with an investor group. Total enterprise value of the transaction is approximately $56 million.
Under the terms of the merger agreement, 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, an amount equal to accrued and unpaid dividends as of the date of closing. The price per common share represents a premium of 210% over New Horizons’ closing price of $0.70 on August 13, 2012 and a premium of 142% over New Horizons’ volume weighted average closing price over the last 30 trading days.
Both a Special Committee of New Horizons’ Board of Directors comprised of independent Board Members who are not members of the buying group, as well as the full Board (with the interested directors abstaining), have unanimously approved the merger agreement and recommended that New Horizons’ shareholders approve the transaction. It is expected that Earle Pratt, New Horizons’ President & Chief Executive Officer, 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 Mr. 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,” stated David Warnock, Chairman of Camden Partners Holdings, LLC. “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. The 45-day “go shop” period will comprise a solicitation and review of any other offers to acquire the company for consideration superior to the announced transaction. Any interested parties should contact Signal Hill Capital using the information set forth below. A special meeting of New Horizons’ shareholders will be held following the distribution of a proxy statement to shareholders.
The transaction is currently expected to close in the fall of 2012. Following completion of the transaction, New Horizons’ stock will no longer be quoted on the Pink Sheets.
Signal Hill is acting as the exclusive financial advisor to New Horizons and has provided a fairness opinion to the Board of Directors of New Horizons in connection with the transaction. Avondale Partners, LLC is acting as financial advisor to Camden Partners.
About New Horizons
With over 300 centers in 70 countries, U.S.-based New Horizons Worldwide, Inc. is the world’s largest IT training company. Through an integrated learning approach that ensures new knowledge can be applied to real-life situations, New Horizons offers a wide range of technology, applications, and business skills training from basic application and desktop productivity tools to complex and integrated business systems. New Horizons continues to expand its offerings, locations, and solutions to meet the growing demands placed on organizations and their employees. New Horizons is certified as a Microsoft Partner with a Gold Learning competency, Cisco Partner for Learning Solutions, CompTIA Authorized Partner, and VMware Authorized Training Center. For more information, visit our global website at www.newhorizons.com.
About Camden Partners
Founded in 1995, Camden Partners is a Baltimore-based private equity firm that specializes in growing lower to middle market companies in the targeted sectors of education, healthcare, and technology-enabled business services. Our investment team collectively has more than 100 years of experience investing and operating in these three industry sectors, which enables Camden Partners to identify superior growth opportunities and partner with exceptional management teams to create significant shareholder value.
Forward-Looking Statements
This press release contains forward-looking statements, which may be identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements are subject to risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. Factors that could cause actual results to differ materially include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted against New Horizons and others following announcement of the merger agreement; (3) the inability to complete the merger due to the failure to satisfy the conditions to the merger, including obtaining the requisite approval of the holders of New Horizons’ outstanding shares of capital stock entitled to vote on the adoption of the merger agreement; (4) risks that the proposed transaction disrupts current plans and operations and potential difficulties in employee and customer retention as a result of the merger; (5) the ability to recognize the benefits of the merger; and (6) legislative, regulatory and economic developments. Many of the factors that will determine the outcome of the subject matter of this press release are beyond New Horizons’ ability to control or predict. New Horizons can give no assurance that the conditions to the merger will be satisfied. Except as required by law, New Horizons undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. New Horizons is not responsible for updating the information contained in this press release beyond the date initially issued, or for changes made to this press release by wire services or Internet service providers.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect of the proposed acquisition of New Horizons by Camden Partners. New Horizons plans to mail a proxy statement to its stockholders. INVESTORS AND SECURITY HOLDERS OF NEW HORIZONS ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The definitive proxy statement will be mailed to shareholders of New Horizons. Free copies of the proxy statement, when it becomes available, may also be obtained from New Horizons by directing a request to Signal Hill Capital by calling (443) 478-2420.
New Horizons and its directors, executive officers and other members of its management and employees may be deemed to be soliciting proxies from New Horizons’ shareholders in favor of the proposed acquisition. Shareholders may obtain additional information regarding the interests of New Horizons and its directors and executive officers in the proposed acquisition, which may be different than those of New Horizons’ shareholders generally, by reading the proxy statement and other relevant documents when they become available.