WISCONSIN RAPIDS, Wis.,
Sept. 22, 2011 /PRNewswire/
-- Renaissance Learning, Inc. (Nasdaq: RLRN), a leading
provider of technology-based school improvement and student
assessment programs for K-12 schools, announced today that it has
received an unsolicited, definitive acquisition proposal from Plato
Learning, Inc. ("Plato Learning"), which contemplates the
acquisition of Renaissance Learning by Plato Learning for
$15.50 per share in cash. Under
the definitive proposal, the proposed acquisition would be financed
with $128.0 million in equity
pursuant to signed commitment letters and guarantees from funds
advised by Thoma Bravo, LLC and
HarbourVest Partners, LLC, as well as $410.0
million in debt pursuant to a signed commitment letter.
The definitive proposal is not subject to a financing
condition or further due diligence.
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The proposal announced today is the definitive version of Plato
Learning's unsolicited, non-binding proposal described in
Renaissance Learning's August 24,
2011 press release. Renaissance Learning's Board of
Directors previously determined, in good faith, after consultation
with its financial advisor, that the non-binding proposal could
reasonably be expected to lead to a Superior Proposal under the
terms of the merger agreement entered into on August 15, 2011 with a company formed at the
direction of investment funds (the "Permira Funds") advised by
Permira Advisers LLC. Subsequent to receiving the non-binding
proposal, Renaissance Learning entered into a confidentiality
agreement with Plato Learning, Thoma
Bravo and HarbourVest Partners and provided information to
those parties.
In accordance with its fiduciary duties, Renaissance Learning's
Board of Directors will give proper consideration in due course to
Plato Learning's definitive acquisition proposal. In the
meantime, the Board of Directors continues to recommend that
shareholders vote in favor of adopting and approving the Permira
Funds merger agreement and the transactions contemplated thereby,
pursuant to which Renaissance Learning would be acquired for
$14.85 per share in cash.
Renaissance Learning's merger agreement with affiliates of
the Permira Funds is subject to adoption and approval by
Renaissance Learning's shareholders at a special meeting scheduled
to be held on October 17, 2011.
Early Termination of the Hart-Scott-Rodino Waiting Period for
Acquisition by Permira Funds
Renaissance Learning also announced today that its request for
early termination of the waiting period with respect to the filings
made under the HartScottRodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act"), in connection with the proposed merger
with affiliates of the Permira Funds has been granted, and
therefore such waiting period has ended. Under the HSR Act,
the merger may not be consummated unless certain filings have been
submitted to the Federal Trade Commission and the Antitrust
Division of the U.S. Department of Justice, and certain waiting
period requirements have been satisfied.
About Renaissance Learning, Inc.
Renaissance Learning, Inc. is a leading provider of
technology-based school improvement and student assessment programs
for K12 schools. Adopted by approximately 70,000
schools, Renaissance Learning's tools provide daily formative
assessment and periodic progress-monitoring technology to enhance
core curriculum, support differentiated instruction, and
personalize practice in reading, writing and math. Renaissance
Learning products and school improvement programs help educators
make the practice component of their existing curriculum more
effective by providing tools to personalize practice and easily
manage the daily activities for students of all levels. As a
result, teachers using Renaissance Learning products and programs
accelerate learning, get more satisfaction from teaching, and help
students achieve higher test scores on state and national tests.
Renaissance Learning has seven U.S. locations and subsidiaries in
Canada and the United Kingdom.
Forward-Looking Statements
This news release contains forward-looking statements that
involve risk and uncertainties. Such statements constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Readers are cautioned not to place undue reliance on these
forward-looking statements and any such forward-looking statements
are qualified in their entirety by reference to the following
cautionary statements. All 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 the actual results to differ materially from such
forward-looking statements. For example, Renaissance Learning
may not be able to complete the proposed merger with affiliates of
the Permira Funds on the terms described in the merger agreement or
other acceptable terms or at all because of a number of factors,
including the failure to obtain shareholder approval or the failure
to satisfy the closing conditions. These factors, and other
factors that may affect the business or financial results of
Renaissance Learning, are described in the risk factors included in
Renaissance Learning's filings with the Securities and Exchange
Commission, including Renaissance Learning's 2010 Annual Report on
Form 10-K and later filed quarterly reports on Form 10-Q and
Current Reports on Form 8-K, which factors are incorporated herein
by reference. Renaissance Learning expressly disclaims a duty
to provide updates to forward-looking statements, whether as a
result of new information, future events or other occurrences.
Additional Information for Shareholders
In connection with the proposed merger transaction with
affiliates of the Permira Funds, Renaissance Learning filed a
definitive proxy statement on Schedule 14A with the SEC on
September 12, 2011 and furnished the
proxy statement to its shareholders. SHAREHOLDERS ARE URGED
TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE PERMIRA FUNDS MERGER AGREEMENT.
Shareholders may obtain a free copy of the proxy statement
and other relevant documents filed with the SEC from the SEC's
website (http://www.sec.gov). Shareholders may also obtain
these documents, free of charge, from Renaissance Learning by
accessing Renaissance Learning's website
(http://www.rlrninvest.com) or by directing a request to
Renaissance Learning, Inc., 2911 Peach Street, P.O. Box 8036,
Wisconsin Rapids, Wisconsin
54495-8036, Attention: Corporate Secretary.
Renaissance Learning and certain of its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from shareholders of Renaissance Learning in favor of the
proposed merger with affiliates of the Permira Funds.
Information about the directors and executive officers of
Renaissance Learning is set forth in the proxy statement for
Renaissance Learning's 2011 annual meeting of shareholders, as
filed with the SEC on Schedule 14A on March
16, 2011. Additional information regarding the
interests of these individuals and other persons who may be deemed
to be participants in the solicitation is included in the
definitive proxy statement on Schedule 14A Renaissance Learning
filed with the SEC on September 12,
2011 relating to the proposed merger with affiliates of the
Permira Funds.
SOURCE Renaissance Learning, Inc.
