Veronis Suhler Stevenson to Acquire Cambium Learning

NEW YORK and NATICK, MA, January 31, 2007 — Veronis Suhler Stevenson, a leading private equity investor in the Media, Communications, Information and Education industries, today announced the signing of a definitive agreement to acquire Cambium Learning, Inc., a leading education company that provides intervention solutions for literacy and mathematics. Terms of the purchase from J.H.Whitney & Co., one of the oldest private equity investment firms in the U.S., were not disclosed.

Founded in 2002, Cambium Learning has rapidly grown to become one of the largest U.S. providers of intervention solutions designed specifically for the Pre-K-12 "at-risk" and special student populations, with over $100 million in revenue in 2006.

Veronis Suhler Stevenson is backing the existing management team and co-founders, including Dave Cappellucci, who will become Chief Executive Officer upon closing, and George Logue, Executive Vice President. David Caron, will remain as Chief Financial Officer. Additionally, Nader Darehshori, co-founder and former Chairman, will be partnering with Veronis Suhler Stevenson and will remain on the Board of Directors continuing his involvement with the company. Cappellucci will be assuming the CEO´s role from Jonathan Newcomb, who joined Cambium in March, 2006 to help guide the company through this important process.

"Veronis Suhler Stevenson brings tremendous expertise, industry contacts and capital resources to the company. They have significant experience in the education industry and can help our company grow both organically and through add-on acquisitions," said Cappellucci, who was formerly Chief Operating Officer of the company. "We´re delighted at the prospect of further building the business to have a greater and more meaningful impact on the at-risk and special education student populations in this country. With Whitney previously, and now with Veronis Suhler Stevenson going forward, our business will continue to grow and reach more students and educators, without any disruption or discontinuity in our customer support, product development, sales, and overall management of the business."

"We believe the intervention segment is one of the most attractive sectors of education market and are thrilled to be partnering with such an accomplished management team that has established the company and its products as leaders in the industry," said Scott Troeller, a Partner of Veronis Suhler Stevenson. "What they´ve accomplished with Cambium in only four years is truly impressive."

"Cambium delivers tangible results to educators seeking to improve academic performance," added Eric Van Ert, a Managing Director of Veronis Suhler Stevenson. "We believe the company is well-positioned to grow, and are enthusiastic about management´s plans for accelerated investment in product development and add-on acquisitions."

Cambium Learning was founded by Darehshori, the former Chairman and Chief Executive Officer of Houghton Mifflin Company, and by Cappellucci and Logue in 2002. It is comprised of the companies and imprints Sopris West Educational Services, Kurzweil Educational Systems, Intellitools, Inc. and Metropolitan Teaching and Learning. Cambium is the largest U.S.-based company focused exclusively on serving the needs of at-risk and special student populations. The company´s research-based offerings integrate content, services and technology to address the unique needs of those most challenged learners in the U.S. Cambium Learning partners with educators across the country to implement evidence-based and culturally responsive products and programs for at-risk students. Key customers consist of school districts, principals, Title I and curriculum directors, education associations, and educators.

Veronis Suhler Stevenson received legal counsel from Lowenstein Sandler PC, and KPMG LLP provided financial advisory services.

About Cambium Learning, Inc.

Cambium Learning ( is an education company that provides research-based, culturally responsive and proven instructional materials, services and technology to help educators raise the achievement level of those pre K through grade 12 students underserved by existing instructional materials. Founded in 2002 and based in Natick, Massachusetts, Cambium Learning believes that all students, including minority, at-risk, economically disadvantaged and special student populations can achieve at a high level. Cambium Learning companies and imprints include Sopris West Educational Services, Kurzweil Educational Systems, Intellitools, Inc. and Metropolitan Teaching and Learning, who for over 26 years have established themselves as nationally recognized leaders in education.

About Veronis Suhler Stevenson

Veronis Suhler Stevenson ( is a private equity buyout and structured capital fund management company dedicated to investing in the media, communications, information and education industries in North America and Europe. VSS provides capital for buyouts, recapitalizations, growth financings and strategic acquisitions to companies and management teams with a goal to build companies both organically and through a focused add-on acquisition program. To date, VSS equity and mezzanine funds have invested in 49 platform companies, which have in turn completed over 220 add-on acquisitions resulting in a portfolio with realized and unrealized enterprise values totaling approximately $9.1 billion.

About J.H. Whitney & Co.

J.H. Whitney & Co. is one of the nation´s oldest private equity investment firms, founded in 1946 by noted philanthropist John Hay Whitney. Counting among its successes such notable companies as Minute Maid, Compaq, AdvancePCS, The North Face and Herbalife, J.H. Whitney has invested in over 300 companies since its founding and is an active investor in a broad range of industries. Headquartered in New Canaan, Connecticut, J.H. Whitney remains a leader today in private and public equity and debt investing, managing more than $5 billion in total capital.

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