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Published on 3/19/2009 in the Prospect News Special Situations Daily.

Nobel Learning turns down $13.50-per-share offer by Knowledge Learning

By Lisa Kerner

Charlotte, N.C., March 19 - The board of directors of Nobel Learning Communities, Inc. unanimously rejected a March 10 proposal from Knowledge Learning Corp. to acquire the company for $13.50 per share.

Knowledge Learning's latest bid superseded the company's Sept. 22 unsolicited expression of interest to buy Nobel Learning for $17.00 per share, or $186 million.

"We believe that a review of the material non-public information that we provided to other interested parties - a review which you declined to undertake - would have enhanced your understanding of our strategy, prospects and value and would have supported a materially higher acquisition price," Nobel Learning said in a letter to Knowledge Learning on Wednesday.

According to Nobel Learning, it is continuing to perform at the top end of its industry, has little long-term debt, and possesses a strong balance sheet. The company said it opened "more new schools in the past two years than in the prior four years combined."

Knowledge Learning said it was disappointed with Nobel Learning's decision to reject its offer.

"It is unfortunate that this process has taken so long and the economy has undergone a massive disruption since our original proposal in September," Knowledge Learning said.

"Our revised proposal was well thought out and it is regrettable that the parties never had a chance to initiate any meaningful negotiation," said Knowledge Learning in a statement.

Nobel Learning is a national network of 178 nonsectarian private schools, including preschools, elementary schools and middle schools, in 15 states. The company is located in West Chester, Pa.

Knowledge Learning is an early childhood and school-age education and care company based in Portland, Ore.


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