Scientific Learning Corporation
Oakland, Calif. – Dec. 1, 2017 -- Scientific Learning Corp. (OTC PINK: SCIL) announced today that it has signed a non-binding Letter of Intent (LOI) with Brain Maps Technology Co. Ltd. to acquire Shanghai-based BrainMaps, a blended learning company with over 70 franchised English language learning centers across China. BrainMaps combines Scientific Learning’s (SCIL) patented language learning technologies and a unique online to offline methodology to help students ages 5-12 achieve fluency in English in as little as three years.
Through this initiative, SCIL will acquire BrainMaps to further accelerate growth in the large and rapidly expanding English language learning market in China. While the LOI is non-binding, both parties are working in good faith to finalize definitive agreements in the coming weeks.
SCIL has engaged Tyton Partners, the leading provider of investment banking and strategy consulting services to the global knowledge sector, as its exclusive investment banking advisor to assist with the transaction.
The proposed acquisition is contingent upon finalization of definitive transaction agreements, completion of financing transactions to obtain the capital required to acquire and expand BrainMaps, and board of director and shareholder approval, among other conditions.
About Scientific Learning Corp.
Based in Oakland, CA, SCIL is a leading SaaS service provider that delivers neuroscience-based educational technologies that have been research-validated by over 250 studies, including those from Stanford, MIT, and Harvard Universities. Their programs, Fast ForWord® and Reading Assistant™, have been used by more than 2.8 million learners in more than 2,600 K-12 schools in the US, by over 500 private practice clinicians, by thousands of students via a direct-to-consumer channel, and in over 55 countries via Value Added Resellers (VAR). The Fast ForWord programs cross-train foundational language and cognitive skills necessary for rapid English language development, while Reading Assistant uses speech verification technology to provide real-time corrective feedback to students as they read and speak, in a manner similar to that of an individualized language and reading coach.
BrainMaps, a VAR partner of SCIL’s for over 10 years, was founded by Rick Lee and Tiffany Koo, who are using their past experience as national directors for companies such as Wall Street English and Gymboree to rapidly expand the BrainMaps model across China. Based on its compelling student outcomes and rapid growth, BrainMaps was named a top 10 franchise in China by Entrepreneur magazine in 2016.
Safe Harbor Statement: The information posted in this release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "explores," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. The forward looking statements in this release include statements regarding the Company’s proposed acquisition of BrainMaps, plans and expected timing for finalizing a definitive agreement for the acquisition, plans to raise capital to finance the transaction and support BrainMaps’ expansion in China, and plans to grow BrainMaps’ business in China. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Factors which could cause results or events to differ from current expectations include, among other things: the inability to negotiate and execute a definitive agreement with BrainMaps; the inability to complete a financing transaction sufficient to complete the acquisition of BrainMaps and support BrainMaps’ growth in China at terms that are reasonable to the Company or at all; the inability to secure approval of the acquisition from SCIL’s board of directors or its shareholders; general economic and business conditions; effects of potential geopolitical unrest and regional conflicts; competition; and various other factors beyond the Company's control. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to have been correct. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements.