Camden Learning CORP (Form: 8-K, Received: 10/27/2009 07:39:22)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2009

CAMDEN LEARNING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-52919		83-0479936
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 East Pratt Street, Suite 1200 Baltimore, MD		21202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 878-6800

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

CAMDEN LEARNING CORPORATION (“CAMDEN”) AND DLORAH, INC. (“DLORAH”) CLAIM THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF CAMDEN AND DLORAH REGARDING, AMONG OTHER THINGS, CAMDEN’S PROPOSED BUSINESS COMBINATION WITH DLORAH DISCUSSED HEREIN AND THE BUSINESS OF DLORAH, ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS: CHANGING INTERPRETATIONS OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; CONTINUED COMPLIANCE WITH GOVERNMENT REGULATIONS; CHANGING LEGISLATION OR REGULATORY ENVIRONMENTS; REQUIREMENTS OR CHANGES AFFECTING THE BUSINESS IN WHICH DLORAH IS, AND CAMDEN WILL BE, ENGAGED; MANAGEMENT OF GROWTH; INTENSITY OF COMPETITION; GENERAL ECONOMIC CONDITIONS; AS WELL AS OTHER RELEVANT RISKS DETAILED IN CAMDEN’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER CAMDEN NOR DLORAH ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS CURRENT REPORT.

CAMDEN INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS SECURITYHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING CAMDEN’S SECURITIES, REGARDING ITS PROPOSED BUSINESS COMBINATION WITH DLORAH, AS DESCRIBED IN THIS CURRENT REPORT. THIS CURRENT REPORT WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

CAMDEN HAS FILED A PRELIMINARY PROXY STATEMENT AND CERTAIN AMENDMENTS THERETO WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS. STOCKHOLDERS AND WARRANTHOLDERS OF CAMDEN AND OTHER INTERESTED PERSONS ARE URGED TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ CAMDEN’S FINAL PROSPECTUS, DATED NOVEMBER 29, 2007, ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 2009 (THE “ANNUAL REPORT”) AND OTHER REPORTS AS FILED WITH THE SEC, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF CAMDEN’S OFFICERS AND DIRECTORS AND THEIR AFFILIATES AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTIONS. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AND WARRANTHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTIONS. STOCKHOLDERS, WARRANTHOLDERS AND OTHERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE, BY DIRECTING A REQUEST TO CAMDEN IN WRITING AT 500 EAST PRATT STREET, SUITE 1200, BALTIMORE, MD 21202, OR BY TELEPHONE AT (410) 878-6800. FREE COPIES OF THESE DOCUMENTS CAN ALSO BE OBTAINED, WHEN AVAILABLE, AT THE SEC’S INTERNET SITE ( http://www.sec.gov ).

CAMDEN AND DLORAH AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF CAMDEN’S STOCKHOLDERS AND WARRANTHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS. THE UNDERWRITERS OF CAMDEN’S INITIAL PUBLIC OFFERING MAY PROVIDE ASSISTANCE TO CAMDEN, DLORAH AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS, AND MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES. A SUBSTANTIAL PORTION OF THE UNDERWRITERS’ FEES RELATING TO CAMDEN’S INITIAL PUBLIC OFFERING WERE DEFERRED PENDING STOCKHOLDER APPROVAL OF CAMDEN’S INITIAL BUSINESS COMBINATION, AND STOCKHOLDERS AND WARRANTHOLDERS ARE ADVISED THAT THE UNDERWRITERS HAVE A FINANCIAL INTEREST IN THE SUCCESSFUL OUTCOME OF THE PROXY SOLICITATION. INFORMATION ABOUT CAMDEN’S DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS ANNUAL REPORT. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF POTENTIAL PARTICIPANTS IS INCLUDED IN THE PROXY STATEMENT FILED BY CAMDEN WITH THE SEC.

THE INFORMATION ON DLORAH’S WEBSITE IS NOT, AND SHALL NOT BE DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS CAMDEN MAKES WITH THE SEC.

THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization

On October 26, 2009, Amendment No. 1 (“Amendment No. 1”) to the Agreement and Plan of Reorganization, dated as of August 7, 2009, as amended in its entirety by the Amended and Restated Agreement and Plan of Reorganization, dated as of August 11, 2009 (as amended, the “Merger Agreement”), by and among Camden Learning Corporation (“Camden” or the “Company”), Dlorah Subsidiary, Inc., a wholly owned subsidiary of Camden (“Merger Sub”), and Dlorah, Inc., a South Dakota corporation which owns and operates National American University (“Dlorah”), was executed by the parties. Pursuant to the terms of the Merger Agreement, the Dlorah stockholders have agreed to contribute all of the outstanding capital stock of Dlorah to Camden in exchange for shares of a newly created class of stock, warrants and restricted shares of currently authorized common stock of Camden, as further described below under the heading “Consideration.” At the closing, Merger Sub will merge with and into Dlorah with Dlorah surviving as a wholly-owned subsidiary of Camden (the “Transaction”).

Pursuant to Amendment No. 1, the number of shares of restricted common stock to be issued to the Dlorah stockholders in connection with the Transaction has been reduced from 575,000 shares to 250,000 shares. Consequently, at the effective time of the Transaction, all equity interests of Dlorah issued and outstanding immediately prior to the Transaction shall automatically convert into the right to receive an aggregate of: (i) 100,000 shares of Class A Stock, par value $.0001 per share, of Camden, which such Class A Common Stock shall be convertible into 15,730,000 shares of Camden common stock, par value $0.0001 per share (the “Common Stock”), as such conversion number may be adjusted as described in the Merger Agreement, (2) 2,800,000 newly issued common stock purchase warrants (the “Warrant Consideration”) to purchase up to 2,800,000 shares of Common Stock at an exercise price of $5.50 per share, and (3) 250,000 shares of restricted Common Stock, which such shares shall not be freely tradable until such time as the Common Stock trades at or above $8.00 per share for any sixty (60) consecutive trading day period; provided, that such shares of restricted Common Stock shall be forfeited on the fifth (5 th ) anniversary of the date of issuance if such restriction has not been satisfied.

Further, the minimum amount of consideration to be received by Dlorah’s stockholders in the Transaction was increased from 70% to 74.4% of the issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis as of the date of closing. As a result, if, as of the date of closing of the Transaction, the consideration to be received by Dlorah’s stockholders represents less than an aggregate of 74.4% of the issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis, then the number of shares of Common Stock into which the Class A Stock is convertible shall be increased such that the consideration to be received by Dlorah’s stockholders equals 74.4% of the issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis as of the date of the closing of the Transaction. For purposes of calculating the consideration to be received by Dlorah’s stockholders and the number of shares of issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis, the number of shares of Common Stock constituting the Warrant Consideration shall be 855,556 shares (based on a cashless exercise of the 2,800,000 common stock purchase warrants using a fair market value of $7.92 per share).

Founders’ Warrants

Amendment No. 1 also increases the number of shares of restricted Common Stock to be issued to Camden Learning, LLC, the Company’s sponsor, in exchange for the 2,800,000 common stock purchase warrants owned by Camden Learning, LLC, from 250,000 shares to 575,000 shares. Consequently, at the effective time of the Transaction, the 2,800,000 common stock purchase warrants owned by Camden Learning, LLC shall be exchanged for 575,000 shares of restricted Common Stock, which shares shall not be freely tradable until such time as the Common Stock trades at or above $8.00 per share for any sixty (60) consecutive trading day period; provided, that such shares of restricted Common Stock shall be forfeited on the fifth (5 th ) anniversary of the date of issuance if such restriction has not been satisfied.

Elimination of Certain Closing Conditions

Amendment No. 1 eliminated the closing condition that the Common Stock and the Company’s warrants be listed on the Nasdaq Capital Market or the Nasdaq Global Market. The Common Stock shall continue to be listed on the OTC Bulletin Board.

Elimination of Underwriters' Option and Amendment of Underwriting Agreement

The underwriters of Camden's initial public offering hold a unit purchase option to purchase up to 625,000 shares of Common Stock and 625,000 warrants (convertible into 625,000 shares of Common Stock). In connection with Amendment No. 1, the underwriters have agreed to surrender such unit purchase option in exchange for aggregate deferred underwriting compensation of $1,750,000 in the event the Transaction closes, such amount to be paid without regard to the number of shares of Common Stock redeemed by the Company in connection with those public stockholders who vote against the Transaction and seek redemption of their Common Stock for a pro rata portion of the amount held in Camden’s trust account.

A copy of Amendment No. 1 is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 8.01 Other Events

On October 27, 2009, Camden announced that the Special Meeting of the Warrantholders and the Special Meeting of the Stockholders will be held on November 23, 2009 at 10:00 a.m. and 10:30 a.m. Eastern time, respectively, at the offices of Ellenoff Grossman & Schole LLP, Camden’s counsel, at 150 East 42 nd Street, 11 th Floor, New York, New York 10017. The record date has yet to be determined.

A copy of Camden’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

Exhibit Number		Description

10.1		Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization
99.1		Press Release, dated October 27, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 27, 2009	CAMDEN LEARNING CORPORATION

	By:	/s/ David Warnock
	Name:	David Warnock
	Title:	President and Chief Executive Officer

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED

AGREEMENT AND PLAN OF REORGANIZATION

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION (this “ Amendment ”) is made and entered into this 26 th day of October, 2009, by and among Camden Learning Corporation, a Delaware corporation (“ Camden ”), Dlorah Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Camden (“ Merger Sub ”), and Dlorah, Inc., a South Dakota corporation (“ Company ”).

WHEREAS, Camden, Merger Sub and Company entered into that certain Agreement and Plan of Reorganization dated August 7, 2009, as amended in its entirety by that certain Amended and Restated Agreement and Plan of Reorganization dated August 11, 2009 (as amended, the “ Merger Agreement ”), pursuant to which, among other things, Merger Sub will merge with and into Company with Company surviving as a wholly-owned subsidiary of Camden; and

WHEREAS, each of Camden, Merger Sub and Company wish to amend certain terms and provisions of the Merger Agreement as set forth herein.

NOW THEREFORE, in consideration of the premises and mutual agreements and covenants set forth herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1.1 Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.

Amendments to Merger Agreement

Section 2.1. Section 1.3(a) is hereby amended and restated in its entirety to read as follows:

“At the Effective Time, by virtue of the Merger and without any action on the part of the Company or the holders of any securities of the Company, all of the Equity Interests issued and outstanding immediately prior to the Effective Time (other than Dissenting Equity Interests) shall automatically be converted into the right to receive an aggregate of: (i) 100,000 shares of a class of stock to be created immediately prior to the Closing, such series to be known as Class A Common Stock, par value $0.0001 per share, of the Parent (the “ Class A Stock ” or the “ Stock Consideration ”), which such shares shall be convertible into 15,730,000 shares of the common stock, par value $0.0001 per share, of Parent (the “ Common Stock ”), as such number may be adjusted pursuant to this Section 1.3, and (ii) 2,800,000 newly issued common stock purchase warrants (the “ Warrant Consideration ”) to purchase up to 2,800,000 shares of Common Stock at a purchase price of $5.50 per share, and (iii) 250,000 shares of restricted Common Stock (the “ Restricted Stock Consideration ”), which such shares shall not be freely tradable until such time as the Common Stock trades at or above $8.00 per share for any sixty (60) consecutive Trading Day period; provided, that such shares of restricted Common Stock shall be forfeited on the fifth (5 th ) anniversary of the date of issuance if such restriction has not been satisfied by then (the Stock Consideration, the Warrant Consideration and the Restricted Stock Consideration are referred to collectively herein as the “ Merger Consideration ”). The Merger Consideration shall be distributed to the stockholders of the Company (individually, a “ Company Stockholder ” and collectively, the “ Company Stockholders ”) in accordance with the allocation set forth on Exhibit A attached hereto. The warrants which comprise the Warrant Consideration shall be in the form attached hereto as Exhibit B .

Notwithstanding the foregoing, and subject to potential further adjustment as described below in Sections 1.3(b), 1.3(e) and 1.8, (x) if the Merger Consideration, following consummation of the Merger, would be less than an aggregate of seventy four and four-tenths percent (74.4%) of the issued and outstanding capital stock of Parent, on an as-converted and fully diluted basis (taking into account the cancellation of the 2,800,000 common stock warrants owned by Camden Learning, LLC, the issuance of 575,000 shares of restricted Common Stock to Camden Learning, LLC, and the Warrant Redemption (as defined herein)), then the number of shares of Common Stock into which the Class A Stock is convertible shall be increased such that the Merger Consideration equals seventy four and four-tenths percent (74.4%) of the issued and outstanding capital stock of Parent, on an as-converted and fully diluted basis, or (y) if the Merger Consideration, following consummation of the Merger, equals or exceeds an aggregate of seventy four and four-tenths percent (74.4%) of the issued and outstanding capital stock of Parent, on an as-converted and fully diluted basis (taking into account the cancellation of the 2,800,000 common stock warrants owned by Camden Learning, LLC, the issuance of 575,000 shares of restricted Common Stock to Camden Learning, LLC, and the Warrant Redemption), then there shall be no adjustment to the number of shares of Common Stock into which the Class A Stock is convertible. For purposes of calculating the Merger Consideration and the number of shares of issued and outstanding capital stock of Parent, on an as-converted and fully diluted basis, pursuant to this paragraph, the number of shares of Common Stock constituting the Warrant Consideration shall be 855,556 shares (based on a cashless exercise of the 2,800,000 common stock purchase warrants using a fair market value of $7.92 per share).

Section 2.2. Section 3.2(a) is hereby amended to delete the following sentence in its entirety:

“As of the date hereof, options to purchase 376,300 shares of Common Stock and 376,300 warrants (convertible into 376,300 shares of Common Stock), in the aggregate, were issued and outstanding (collectively, the “ Option Securities ”).”

In addition, the term “Option Securities” shall be deleted from the Index of Defined Terms.

Section 2.3. The beginning of Section 3.2(c), which reads as follows, “Except for the Warrants and Option Securities,” is hereby amended to read, “Except for the Warrants,”

Section 2.4. Section 4.6(b)(i) is hereby amended to add the following at the end of such section:

“, including the effectuation of the transfer of any shares of Common Stock owned by Camden Learning, LLC;”

Section 2.5. Section 4.6(b)(x) is hereby amended and restated as follows:

“other than (1) in the ordinary course of business consistent with past practice or as contemplated hereunder, (2) for legal, accounting, fairness opinion and other fees to be incurred in connection with the transactions contemplated hereunder, (3) in connection with the termination of the unit purchase option or any change in the deferred underwriting compensation payable to Morgan Joseph & Co. Inc., (4) in connection with the purchase of any outstanding Common Stock or Warrants from any public stockholder or warrantholder as contemplated in the Proxy Statement or (5) in connection with the transfer of any shares owned by Camden Learning, LLC, terminate or waive or assign any material right under any Parent Material Contract or enter into any contract (A) involving amounts potentially exceeding $25,000, (B) that would be a Parent Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of 60 days or less (in the event any such contract is entered into, Parent will, within seven (7) days of execution of same provide a fully executed copy thereof to Company);”

Section 2.6. In Section 5.7(a), the name “NAU Holdings, Inc.” is hereby changed to the name “National American University Holdings, Inc.”

Section 2.7. Section 6.3(l) is hereby amended and restated as follows:

“The 2,800,000 common stock purchase warrants owned by Camden Learning, LLC shall have been cancelled and exchanged for 575,000 shares of restricted Common Stock, which such shares shall not be freely tradable until such time as the Common Stock trades at or above $8.00 per share for any sixty (60) consecutive Trading Day period; provided, that such shares of restricted Common Stock shall be forfeited on the fifth (5 th ) anniversary of the date of issuance if such restriction has not been satisfied by then.”

Section 2.8. Section 6.1(j) is hereby deleted in its entirety.

Section 3.1. References . All references in the Merger Agreement to “Agreement,” “herein,” “hereof,” or terms of like import referring to the Agreement or any portion thereof are hereby amended to refer to the Merger Agreement as amended by this Amendment.

Section 3.2. Effect of Amendment . Except as and to the extent expressly modified by this Amendment, the Merger Agreement (including all schedules and exhibits thereto) shall remain in full force and effect in all respects, and the Parties hereby reaffirm and approve the Merger Agreement as amended by this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be signed and delivered by their respective duly authorized officers as of the date first above written.

DLORAH, INC.
By:	/s/ Robert Buckingham
	Name:	Robert Buckingham
	Title:	Chairman

CAMDEN LEARNING CORPORATION
By:	/s/ David L. Warnock
	Name:	David L. Warnock
	Title:	Chief Executive Officer, President and Chairman

DLORAH SUBSIDIARY, INC.
By:	/s/ David L. Warnock
	Name:	David L. Warnock
	Title:	President

NATIONAL AMERICAN UNIVERSITY AND CAMDEN LEARNING

CORPORATION AMEND TERMS OF TRANSACTION

RAPID CITY, SD and BALTIMORE, MD – October 27, 2009 – Dlorah, Inc. (“Dlorah”), a privately-held company doing business as National American University, and Camden Learning Corporation (“ Camden ”), a publicly-held company ( OTCBB: Units: “CAELU,” Common Stock: “CAEL,” Warrants: “CAELW” ), today jointly announced they have entered into Amendment No. 1 (“Amendment No. 1”) to the Agreement and Plan of Reorganization, originally executed on August 7, 2009, as amended and restated in its entirety by that certain Amended and Restated Agreement and Plan of Reorganization, dated as of August 11, 2009, through which Dlorah and Camden will merge and the combined entity will be a publicly-held company. The transaction is expected to close in November 2009.

Pursuant to Amendment No. 1, the restricted stock portion of the consideration to be received by Dlorah’s stockholders has been reduced from 575,000 shares of restricted Common Stock to 250,000 shares of restricted Common Stock, which shares will not be freely tradable until Camden’s Common Stock trades at or above $8.00 per share for sixty consecutive trading days and will be forfeited if such condition is not satisfied within five years of the anniversary date of their issuance. In addition, the number of shares of restricted Common Stock to be received by Camden’s sponsor (Camden Learning, LLC) in consideration for the cancellation of 2,800,000 Common Stock purchase warrants owned by Camden Learning, LLC, was increased from 250,000 shares of restricted Common Stock to 575,000 shares of restricted Common Stock, which shares are subject to the same restrictions applicable to the restricted Common Stock to be received by Dlorah’s stockholders.

Additionally, the minimum amount of consideration to be received by Dlorah’s stockholders in the transaction was increased from 70% to 74.4% of the issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis, as of the date of closing.

Further, pursuant to Amendment No. 1, the purchase option held by the underwriters of Camden's initial public offering to purchase up to 625,000 units has been forfeited and the aggregate deferred underwriting compensation has been fixed at $1,750,000 in the event the transaction closes, such amount to be paid without regard to the number of shares of Common Stock redeemed by the Company in connection with those public stockholders who vote against the transaction and seek redemption of their Common Stock for a pro rata portion of the amount held in Camden's trust account.

Finally, the closing condition that the Common Stock and Warrants shall be listed on the Nasdaq Capital Market or the Nasdaq Global Market has been eliminated. The Common Stock will continue to be listed on the OTC Bulletin Board following the closing .

Camden’s Special Meeting of Warrantholders and Special Meeting of Stockholders will be held on November 23, 2009 at 10:00 a.m. and 10:30 a.m., Eastern time, respectively, at the offices of Ellenoff Grossman & Schole LLP, Camden’s counsel, at 150 East 42 nd Street, 11 th Floor, New York, New York 10017. A record date has not yet been determined for those warrantholders and stockholders entitled to attend and vote at the Special Meetings.

The full meeting agendas will be detailed in the definitive proxy statement, which shall be mailed to all Camden warrantholders and Camden stockholders who held such securities as of the record date. Investors and security holders are advised to read the definitive proxy statement because it contains important information.

Additional information regarding Camden, Dlorah, the transaction and related matters will be available in the Definitive Proxy Statement to be filed by Camden with the Securities and Exchange Commission, a copy of which may be obtained without charge at the Securities and Exchange Commission’s website at http://www.sec.gov.

About Camden Learning Corporation

Camden is a special purpose acquisition company formed in 2007 for the purpose of acquiring through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination one or more businesses or assets. Camden’s initial public offering was consummated on December 5, 2007 and it received net proceeds of approximately $53 million through the sale of 6,250,000 units, and an additional 376,300 units pursuant to the underwriters’ over-allotment option, at $8.00 per unit. Each unit is comprised of one share of Camden common stock and one warrant with an exercise price of $5.50. As of August 31, 2009, Camden held approximately $52.5 million (or approximately $7.92 per share) in a trust account maintained by an independent trustee, which will be released upon the consummation of the transaction.

About National American University

Accredited by the Higher Learning Commission and a member of the North Central Association of Colleges and Schools, National American University has been providing quality career education since 1941. National American University opened its first campus in Rapid City, S.D., and the university has grown to 16 locations throughout the central United States. In 1996, National American University started developing online courses through its distance learning virtual campus, and today offers students the flexibility and convenience to take classes when it fits their busy lifestyle. Undergraduate program offerings vary from diploma, associate and bachelor’s degrees in areas ranging from accounting, allied health, athletic training, business, criminal justice, healthcare management, information technology, legal studies, organizational leadership, veterinary technology and nursing. The university added graduate studies programs in 2000 and offers Master of Management and Master of Business Administration degrees.

Not a Proxy Statement

This press release is not a proxy statement or a solicitation of proxies from the holders of Camden securities and does not constitute an offer of any securities of Camden for sale. Any solicitation of proxies will be made only by the definitive proxy statement/prospectus that is being mailed to stockholders and warrantholders who held such securities as of the record date. Interested investors and security holders are urged to read the definitive proxy statement/prospectus and appendices thereto because they contain important information about Camden, Dlorah and the proposals to be presented at the Special Meetings.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Camden, Dlorah and Camden’s business after completion of the proposed transactions. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of the management of Camden and Dlorah, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: changing interpretations of generally accepted accounting principles, continued compliance with government regulations, changing legislation or regulatory environments, requirements or changes affecting the business in which Dlorah is, and Camden will be, engaged, management of rapid growth, intensity of competition, general economic conditions, as well as other relevant risks detailed in Camden’s filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Neither Camden nor Dlorah assumes any obligation to update the information contained in this release.

Additional Information and Where to Find It

This press release is being made pursuant to and in compliance with Rules 145, 165 and 425 of the Securities Act of 1933, as amended, and does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities. Camden, Dlorah and their respective directors and officers may be deemed to be participants in the solicitation of proxies for the special meetings of Camden’s stockholders to be held to approve the transactions described herein and of Camden’s warrantholders to amend the terms of the warrant agreement. The underwriters of Camden’s initial public offering may provide assistance to Camden, Dlorah and their respective directors and executive officers, and may be deemed to be participants in the solicitation of proxies. A substantial portion of the underwriters’ fees relating to Camden’s initial public offering were deferred pending stockholder approval of Camden’s initial business combination, and stockholders and warrantholders are advised that the underwriters have a financial interest in the successful outcome of the proxy solicitation. In connection with the proposed transaction, Camden has filed with the Securities and Exchange Commission a preliminary proxy statement and will file a definitive proxy statement. Camden’s stockholders and warrantholders are advised to read, when available, the proxy statement and other documents filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the special meetings because these documents will contain important information. The definitive proxy statement will be mailed to Camden’s stockholders and warrantholders as of a record date to be established for voting. Camden’s stockholders and warrantholders will also be able to obtain a copy of the proxy statement, without charge, by directing a request to: Camden Learning Corporation, 500 East Pratt Street, Suite 1200, Baltimore, MD 21202. The preliminary proxy statement and definitive proxy statement, once available, can also be obtained, without charge, at the Securities and Exchange Commission’s website at http://www.sec.gov.

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Contacts:

Camden Learning Corporation

Contact: Mr. David Warnock

410-878-6800

dwarnock@camdenpartners.com

Dlorah, Inc.

Contact: Dr. Ronald Shape

605-721-5220

rshape@national.edu