Scientific Learning Corporation (Scientific Learning (SCIL)), the leader in evidence-based online reading and language software, has been acquired by an affiliate of Carnegie Learning, Inc. (Carnegie Learning), a leader in artificial intelligence for education and formative assessment, in an all-cash merger transaction valued at approximately $15 million. The combination will strengthen the education technology portfolio of both entities to further drive forward their joint mission of improving student learning outcomes through leading-edge technology built from and validated by rigorous research.
Under the terms of the agreement, Carnegie Learning acquired the outstanding shares of Scientific Learning common stock for a cash payment of $0.53 per share. After applying a portion of the transaction value to items noted below, the estimated total per share consideration to be received by Scientific Learning’s security-holders is approximately $0.25, which comprises a closing merger consideration of approximately $0.16 per share and an estimated additional merger consideration of approximately $0.09 per share, on a fully diluted basis. The transaction was unanimously approved by Scientific Learning’s Board of Directors, by a majority of Scientific Learning’s stockholders via written consent, and by the Board of Directors of Carnegie Learning. Scientific Learning is now a privately-owned subsidiary of Carnegie Learning and will no longer be listed on the OTC Markets.
Carnegie Learning’s award-winning adaptive personalised learning software, blended learning solutions, and professional learning services have long supported teachers and students nationwide. In today’s challenging environment, Carnegie Learning’s blended offerings are proving highly effective, particularly as schools continue to operate in a hybrid and remote learning environment. Scientific Learning’s offerings complement Carnegie Learning’s portfolio of research-based offerings that offer educators leading edge instructional software and advanced data-driven insights.
A portion of the transaction value was applied to fund Scientific Learning’s approximately $7.0 million in subordinated debt, other debt and certain selling and transaction-related expenses. Another portion of the transaction value has been placed in escrow to be released upon satisfaction of certain conditions and following a customary working capital adjustment period in accordance with the terms and conditions of the agreement.
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