According to a press release an investigation on behalf of investors in Nobel Learning Communities, Inc (NASDAQ: NLCI) over possible breaches of fiduciary duty and other violations of state law by the board of directors of Nobel Learning Communities, Inc. arising out of their failure to negotiate in good faith with a potential purchaser of Nobel Learning Communities and pursue a transaction designed to maximize shareholders value.

On September 22, 2008, Knowledge Learning Corporation made an offer to buy Nobel Learning Communities, Inc (NASDAQ: NLCI) for $17 per share which represents a 25% premium to the prior day's closing share price and is a price Nobel Learning Communities, Inc (NASDAQ: NLCI) stock has not reached since May 1996. The Board of Nobel Learning Communities, Inc (NASDAQ: NLCI), however, has taken actions designed to maintain control over the Company and impede the maximization of shareholder value, so the investigation by a law firm. These actions include the adoption of a rights plan in response to purchases of Company stock by entities controlled by or affiliated with Michael Milken who is the founder of Knowledge Learning Corporation.