ECLG Ecollege Common St (MM)

CHICAGO, July 20 /PRNewswire-FirstCall/ -- eCollege(R) (NASDAQ:ECLG), a leading provider of eLearning and enrollment services to post-secondary education, today announced that it has (together with the other defendants) entered into a Memorandum of Understanding to settle the purported class-action lawsuit captioned Gaynor, et al. v. Thorne, et al., which was filed on May 30, 2007 in the Circuit Court of Cook County (Chancery Division) in the State of Illinois. The complaint alleges, among other things, that the defendants breached, or aided and abetted the breach of, fiduciary duties owed to eCollege shareholders by eCollege's directors in connection with eCollege's entry into the Agreement and Plan of Merger, dated May 14, 2007, by and among eCollege, Pearson Education, Inc. and Epsilon Acquisition Corp. and the value received in the merger. The settlement will be subject to customary conditions, including court approval following notice to members of the proposed settlement class. If finally approved by the court, the settlement will resolve all of the claims that were or could have been brought on behalf of the proposed settlement class in the action being settled, including all claims relating to the merger, the merger agreement, the value received in the merger and any disclosure made in connection therewith. In addition, in connection with the settlement, the parties have agreed that plaintiffs' counsel will petition the court for an award of attorneys' fees and expenses to be paid by eCollege in an amount not to exceed $300,000, subject to court approval. The merger may be consummated prior to final court approval of the settlement. Each of eCollege and the other defendants denies all of the allegations in the lawsuit, including any allegation that its current disclosures with regard to the pending merger are misleading or incomplete in any way. Nevertheless, without admitting any liability or wrongdoing, eCollege and the other defendants in this case have agreed in principle to settle the case in order to avoid the potential cost and distraction of continued litigation and to eliminate any risk of any delay to the closing of the merger posed by this lawsuit. The settlement will not affect the merger consideration to be paid to shareholders of eCollege in connection with the merger or the timing of the special meeting of its shareholders scheduled for July 30, 2007 to approve the merger agreement. Pursuant to the proposed settlement, eCollege agreed to make certain amended and supplemental disclosures which will be filed with the Securities and Exchange Commission later today. About eCollege eCollege (NASDAQ:ECLG) is a leading provider of value-added information service to the post-secondary and K-12 education industries. The Company's eLearning Division designs, builds and supports some of the most successful, fully online degree, certificate/diploma and professional development programs in the country. The Company's Enrollment Division, Datamark, Inc. helps institutions build new enrollments and increase student retention. Customers include publicly traded for-profit institutions, community colleges, public and private universities, school districts and state departments of education. eCollege was founded in 1996 and is headquartered in Chicago, with the eLearning Division headquartered in Denver. Datamark was founded in 1987 and is headquartered in Salt Lake City. For more information, visit http://www.ecollege.com/ and http://www.datamark.com/. Additional Information About the Transaction eCollege has filed with the Securities and Exchange Commission (the "SEC"), and furnished to its stockholders, a proxy statement soliciting proxies for the meeting of its stockholders to be called with respect to the acquisition of eCollege by Pearson Education, Inc. eCOLLEGE STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. eCollege stockholders and other interested parties can obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov/. eCollege stockholders and other interested parties can also obtain, without charge, a copy of the proxy statement and other relevant documents by directing a request by mail or telephone to eCollege.com, One N. LaSalle St., Suite 1800, Chicago, Illinois 60602, Attention: Corporate Secretary, telephone: 312-706-1710, or from eCollege website, http://www.ecollege.com/. The Company and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company's stockholders in favor of the proposed transaction. Additional information regarding the interests of potential participants in the proxy solicitation are included in the definitive proxy statement that eCollege filed with the SEC in connection with the scheduled special meeting of its stockholders. Statements about the expected timing, completion and effects of the proposed acquisition of eCollege by Pearson Education, Inc. and all other statements in this press release other than historical facts constitute forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, each of which is qualified in its entirety by reference to the following cautionary statements. Forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. eCollege may not be able to complete the proposed merger because of a number of factors, including, among other things, the failure to obtain stockholder approval or the failure to satisfy other closing conditions. Other risks and uncertainties that may affect forward-looking statements are described in the reports filed by eCollege with the SEC under the Securities Exchange Act of 1934, as amended, including without limitation eCollege's Annual Report on Form 10-K for the year ended December 31, 2006. eCollege is a registered trademark of eCollege. DATASOURCE: eCollege CONTACT: Kristi Emerson of eCollege, +1-303-873-3788, Web site: http://www.ecollege.com/ http://www.datamark.com/

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