WISCONSIN RAPIDS, Wis.,
Sept. 27, 2011 /PRNewswire/ --
Renaissance Learning, Inc. (Nasdaq: RLRN), a leading provider of
technology-based school improvement and student assessment programs
for K-12 schools, and the Permira Funds announced today that they
have entered into an amendment to the definitive merger agreement
dated August 15, 2011 under which a
company formed at the direction of the Permira Funds will acquire
all of the outstanding shares of Renaissance Learning. The
entry into the amendment to the merger agreement followed the
previously announced definitive acquisition proposal received from
Plato Learning, Inc. on September 21,
2011, which contemplated the acquisition of Renaissance
Learning by Plato Learning for $15.50
per share in cash. Under the amended merger agreement, an
affiliate of the Permira Funds will acquire all of the outstanding
shares of Renaissance Learning held by co-founders Terrance and Judith Paul, together with
affiliates and members of their family, for $15.00 per share in cash, and will acquire all
other outstanding shares of Renaissance Learning for $16.60 per share in cash, for an aggregate
purchase price of approximately $455
million, which is financially equivalent to the acquisition
of all of the outstanding shares of Renaissance Learning for
$15.50 per share in cash.
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Renaissance Learning's Board of Directors has approved and is
recommending that shareholders approve and adopt the amended merger
agreement at the special meeting of Renaissance Learning's
shareholders. As previously announced, the special meeting is
scheduled to be held on October 17,
2011. Under an amended shareholders agreement, Mr. and
Mrs. Paul, together with affiliates and members of their family,
have agreed to vote the shares they control representing, in the
aggregate, approximately 69% of Renaissance Learning's outstanding
shares, in favor of the amended merger agreement.
In connection with the amended merger agreement, Renaissance
Learning will file with the SEC and furnish to Renaissance
Learning's shareholders a supplement to the proxy statement
previously distributed in connection with the special meeting of
Renaissance Learning's shareholders. The transaction remains
subject to customary closing conditions, including approval by
Renaissance Learning's shareholders. As previously announced,
Renaissance Learning's request for early termination of the waiting
period with respect to the filings made under the HartScottRodino
Antitrust Improvements Act of 1976, as amended, in connection with
the proposed merger has been granted, and therefore such waiting
period has ended.
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.
About Permira
Permira is a European private equity firm with global reach.
The Permira funds, raised from pension funds and other
institutions, make long-term investments in companies with the
ambition of transforming their performance and driving sustainable
growth.
Founded in 1985, the firm advises funds with a total committed
capital of approximately $30 billion.
Over the past 26 years the Permira funds have made nearly 200
private equity investments, over 30% of which have been in the core
sector of Technology, Media & Telecom ("TMT"). The
Permira funds portfolio in TMT includes market-leading software
providers, online commerce vendors, and digital content production
and distribution companies, among others. With offices in
New York and Menlo Park, Permira has had a presence in
North America since 2002.
Renaissance Learning represents the second North American
investment for the Permira funds in 2011.
For more information visit: www.permira.com
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 amended merger
agreement, as amended, 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. In connection with the
amended merger agreement, Renaissance Learning will file with the
SEC and furnish to Renaissance Learning's shareholders a supplement
to the proxy statement. SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT AND THE SUPPLEMENT TO THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE THE PROXY STATEMENT CONTAINS AND THE
SUPPLEMENT TO THE PROXY STATEMENT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PERMIRA FUNDS MERGER AGREEMENT, AS AMENDED.
Shareholders may obtain a free copy of the proxy statement
and, when filed, the proxy statement supplement, 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 and will be included in the supplement to the proxy
statement.
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SOURCE Renaissance Learning, Inc.
