- The Washington Times - Thursday, March 19, 2009

WEST CHESTER, PA. (AP) - Nobel Learning Communities Inc., which runs more than 180 private schools, said Thursday that its board has unanimously rejected a $13.50 per share takeover bid by Knowledge Learning Corp.

Knowledge Learning reduced its takeover offer to $13.50 per share in cash, or $141.2 million, last week, after originally offering $17 per share in September.

In a letter to Knowledge Learning Chairwoman and Chief Executive Felicia Thornton, Nobel President and CEO George Bernstein said the revised proposal “significantly undervalues the company.”

“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,” Bernstein said.

Bernstein attributed Nobel’s depressed stock price to the economic downturn and uncertainty surrounding the acquisition proposal.

Nobel shares were flat at $11.93 in midday trading. During the past year, the stock has dropped from a 52-week high of $16.20 last July to touch a two-year low of $10.96 earlier this month.

The CEO said the company’s board and management are “confident” about Nobel’s ability to continue as an independent company.

In a statement, Nobel said its board “will remain open to considering strategic transactions which fully and fairly recognize the company’s value and are in the best interest of stockholders.”



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