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Leeds Equity Buys Nobel Learning in $149M Deal

Private equity investor Leeds Equity Partners will acquire Nobel Learning Communities Inc. in a deal valued at about $149 million. Under the terms of the deal, Nobel stockholders will receive $11.75 in cash per share, a premium of 36% over the company’s closing price Tuesday. Nobel Learning is an operator of private preschools, elementary and middle schools and K-12 online distance learning. Leeds Equity is a New York-based private equity firm focused on investing in the education, training and information services industries.

PRESS RELEASE
Nobel Learning Communities, Inc. (NASDAQ: NLCI) (“Nobel Learning” or the “Company”), a leading operator of private preschools, elementary schools, middle schools and K-12 online distance learning, today announced that the Company has reached a definitive agreement to be acquired by Leeds Equity Partners (“Leeds Equity”) in a transaction valued at approximately $149 million, including consideration paid to holders of outstanding options and warrants. The Strategic Affairs Committee of the Company’s Board of Directors (the “Board”), which is comprised of three independent directors and was advised by independent financial and legal advisors, unanimously recommended the transaction to the full Board. The Board unanimously approved the transaction and has resolved to recommend that the stockholders of Nobel Learning approve the transaction.

Additionally, holders of approximately 55% of the outstanding shares of Company common stock, including the Company’s Board and executive management team, have entered into agreements with Leeds Equity to vote in favor of the transaction.

Under the terms of the definitive agreement, the Company’s stockholders will receive $11.75 in cash for each share of Nobel Learning common stock held thereby, representing a premium of approximately 36% over the Company’s closing price on May 17, 2011 and a premium of approximately 22% over the Company’s average closing price during the 90 days ending on May 17, 2011.

George Bernstein, President and Chief Executive Officer of Nobel Learning, said, “For some time now, our Board of Directors has carefully evaluated many potential plans, proposals and strategies to best create value for our stockholders. The Board has determined that executing a transaction to allow Leeds Equity to acquire the Company is in the best interest of all our stockholders.”

The transaction is subject to customary closing conditions, including regulatory approval, licensing approval from certain governmental agencies, and approval by the stockholders of Nobel Learning. The transaction is expected to close within the next six months. The Company’s stockholders will be given notice of the sale and certain information about the transaction in a Proxy Statement that will be sent to stockholders.

“Nobel Learning provides a unique educational platform for students in the preschool and K-12 markets that we find very attractive,” said Robert Bernstein, Senior Managing Director and Co-Founder of Leeds Equity. “We are pleased to be partnering with such a high quality company and look forward to assisting Nobel Learning in achieving its next stage of success.”

Carter Harned, Managing Director at Leeds Equity, added, “We are very impressed with what the entire Nobel Learning organization has been able to achieve, especially in a very challenging economic environment, and we wholeheartedly support their educational philosophy and business objectives.”

J.P. Morgan Securities LLC acted as financial advisor to Nobel Learning and also provided a fairness opinion to the Board. Pepper Hamilton LLP acted as legal counsel to Nobel Learning in the transaction. Goodwin Procter LLP acted as legal counsel to Leeds Equity.

About Nobel Learning

Nobel Learning operates a national network of 190 nonsectarian private Pre-K and K+ schools and a global K-12 online distance learning community. All Nobel Learning schools are dedicated to providing a high-quality private education, through small class sizes, caring and skilled teachers, and attention to individual learning styles. Nobel Learning also offers an array of supplemental educational services, including before- and after-school programs, the Camp Zone® summer program, learning support programs, and specialty schools. For additional information, please visit www.NobelLearning.com.

About Leeds Equity

Leeds Equity is a New York-based private equity firm focused exclusively on investing in the education, training and information services industries. The firm was founded by Jeffrey T. Leeds and Robert A. Bernstein in 1993 and has raised and managed over $1.1 billion of capital across five funds.

The Board of Advisors of Leeds Equity includes, among others, General Colin L. Powell, former Secretary of State, National Security Advisor, and Chairman of the Joint Chiefs of Staff; Dr. Barry A. Munitz, former Chancellor of the California State University school system and CEO of the J. Paul Getty Trust; Thomas F. (“Mack”) McLarty III, President of McLarty Associates and former White House Chief of Staff under President William J. Clinton; Dr. Rod R. Paige, former Secretary of Education under President George W. Bush; Richard W. Riley, former Secretary of Education under President William J. Clinton and two-term Governor of South Carolina; Tim J. Fitzpatrick, the former CEO of Sallie Mae Corporation; and Timothy P. Shriver, Chairman of the Board of the Special Olympics.