According to the Complaint, Rosetta Stone’s language division uses advanced digital technology to help all types of learners read, write, and speak more than thirty languages. Lexia Learning, the Company’s literacy education division, is a leader in the literacy education space. Lexia Learning helps students build fundamental reading skills through its instruction and assessment programs.

This action stems from a proposed transaction announced on August 31, 2020, pursuant to which Rosetta Stone Inc. will be acquired by affiliates of Cambium Learning Group, Inc.

On August 29, 2020, Rosetta Stone’s Board of Directors caused the Company to enter into an agreement and plan of merger with Cambium Holding Corp. (“Parent”) and Empower Merger Sub Inc. (“Merger Sub,” and together with Parent, “Cambium”). Pursuant to the terms of the Merger Agreement, Merger Sub commenced a tender offer to purchase all of Rosetta Stone’s outstanding common stock for $30.00 in cash per share. The Tender Offer is set to expire on October 13, 2020.

On September 15, 2020, Defendants filed a Solicitation/Recommendation Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading.