This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on September 15, 2020 (together with any amendments and supplements hereto, the “Schedule TO”) by Empower Merger Sub Inc., a Delaware corporation (the
“Offeror”) and a wholly-owned subsidiary of Cambium Holding Corp., a Delaware corporation (“Parent”), which is a portfolio company of The Veritas Capital Fund VI, L.P., a Delaware limited partnership. The Schedule
TO relates to the offer by the Offeror to purchase all of the issued and outstanding shares of common stock, par value $0.00005 per share, of Rosetta Stone Inc., a Delaware corporation (“Rosetta Stone”), at a purchase price of
$30.00 per share, net to the holder thereof in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 15, 2020 (the “Offer to
Purchase”), and in the related Letter of Transmittal (as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below), copies of which are attached to and filed with the Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All the information set forth in the Offer to Purchase is incorporated herein by reference in response to
all of the applicable items in the Schedule TO and is supplemented by the information specifically provided in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. The
Agreement and Plan of Merger, dated as of August 29, 2020, by and among Parent, the Offeror and Rosetta Stone, a copy of which is attached as Exhibit (d)(1) thereto, is incorporated herein by reference with respect to Items 4 through 11 of the
Schedule TO.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase
or in the Schedule TO. This Amendment is being filed to amend and supplement Items 1 through 9 and Item 11 of the Schedule TO as reflected below.
ITEMS 1 THROUGH 9 AND ITEM 11.
Items 1 through 9
and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented to include the following:
“Parent and Offeror completed the acquisition of Rosetta Stone on October 15, 2020 by consummating the Merger pursuant to the Merger Agreement
without a vote of Rosetta Stone’s stockholders in accordance with Section 251(h) of the DGCL. At the Effective Time, all remaining outstanding Company Shares not accepted for payment in the Offer (other than any (i) Company Shares
held by Rosetta Stone, Parent, Offeror or any subsidiary of any of the foregoing, (ii) Company Restricted Shares and (iii) Company Shares held by stockholders who are entitled to and have preserved their appraisal rights under
Section 262 of the DGCL) that were outstanding immediately prior to the Effective Time were cancelled, ceased to exist, are no longer outstanding, and were converted into the right to receive $30.00 in cash, without interest.
As a consequence of the Merger, the Company Shares will be delisted from the New York Stock Exchange. Parent and Offeror intend to take steps to cause the
termination of the registration of the Company Shares under the Exchange Act and the suspension of all of Rosetta Stone’s reporting obligations under the Exchange Act as promptly as practicable.”
