Archipelago Learning Closes Merger Agreement with PLATO® Learning
18 May 2012 - 2:50AM
Business Wire
Archipelago Learning (NASDAQ: ARCL), a leading
subscription-based, software-as-a-service (SaaS) provider of
education products, today announced that it has completed its
merger with PLATO Learning, a portfolio company of Thoma Bravo,
LLC, in an all-cash transaction with an equity value of
approximately $291 million. In connection with the transaction,
Archipelago Learning will be delisted from the NASDAQ Global Select
Market and terminate its registration and reporting obligations
with the Securities and Exchange Commission.
As previously announced, the transaction was approved by
Archipelago Learning’s stockholders at a special meeting of
stockholders held May 16, 2012. Pursuant to the terms of the merger
agreement, Archipelago Learning stockholders will receive $11.10 in
cash for each share of Archipelago Learning common stock.
Archipelago Learning’s Chairman, Chief Executive Officer and
President Tim McEwen; Executive Vice President and Chief Financial
Officer Mark S. Dubrow; and Executive Vice President and Chief
Strategy, Product and Marketing Officer Donna Regenbaum will be
leaving the company to pursue new opportunities.
Holders of Archipelago Learning common stock will receive a
letter of transmittal and instructions on how to surrender their
shares of Archipelago Learning common stock in exchange for the
merger consideration and should wait to receive the letter of
transmittal and instructions before surrendering their shares.
Barclays Capital acted as sole financial advisor and Weil
Gotshal & Manges LLP acted as legal advisor to Archipelago
Learning. Vinson & Elkins LLP also provided legal advice to the
Transaction Committee and Board of Directors. Kirkland & Ellis
LLP acted as legal advisor to PLATO Learning and Thoma Bravo.
About Archipelago Learning Inc.
Archipelago Learning (NASDAQ:ARCL) is a leading
subscription-based, software-as-a-service (SaaS) provider of
education products used by over 14.6 million students in
approximately 38,100 schools throughout the United States, Canada,
and the United Kingdom. Our comprehensive digital supplemental
product suite uses technology to transform education by making
rigorous learning fun, engaging, accessible, and affordable. For
more information, please visit us at
www.archipelagolearning.com.
About PLATO Learning, Inc.
PLATO Learning is a leading provider of high-value,
comprehensive education technology solutions with a focus on
learner achievement leading to academic and career success. With
more than 50 years of experience driving significant advances in
the industry, PLATO offers a wide variety of innovative solutions
spanning a multitude of program areas to facilitate 21st century
teaching and learning. For more information on PLATO Learning,
visit www.plato.com, like our Facebook page, or follow us on
Twitter.
About Thoma Bravo, LLC
Thoma Bravo is a leading private equity investment firm building
on a 30+ year history of providing equity and strategic support to
experienced management teams and growing companies. The firm has
continued to apply the concept of industry consolidation investing,
which seeks to create value through the strategic use of
acquisitions to accelerate business growth. Thoma Bravo invests
across multiple industries, with a particular focus in enterprise
and infrastructure software and financial and business services,
and works in partnership with management to implement its operating
and consolidation expertise to build long-term value. The firm
currently manages a series of private equity funds representing
almost $4 billion of equity commitments. In software, Thoma Bravo
has completed 53 add-on acquisitions across 23 platform companies
with total annual earnings of approximately $1 billion. For more
information, visit www.thomabravo.com.
Forward-Looking Statements
This press release may contain certain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding Archipelago Learning, Inc. (the
“Company”). These forward-looking statements are based on current
information and expectations, and are subject to risks and
uncertainties discussed in our filings with the Securities and
Exchange Commission, which could cause the Company’s actual results
to differ materially from expected results or affect the ability of
the Company and PLATO Learning to consummate the proposed
transaction in a timely manner or at all. The Company undertakes no
obligation to publicly update any forward-looking statement
contained in this release, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
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