WISCONSIN RAPIDS, Wis.,
Aug. 24, 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 received an unsolicited,
non-binding proposal from Plato Learning, Inc. ("Plato Learning").
The proposal contemplates the acquisition of Renaissance
Learning by Plato Learning for $15.50
per share in cash. The proposal also states that it is
subject to completion of due diligence and that the transaction is
expected to be financed with equity from Thoma Bravo, HarbourVest Partners and JP Morgan
as well as with debt.
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The Board of Directors has determined in good faith, after
consultation with its financial advisor, that the Plato Learning
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 ("Permira Funds") advised by
Permira Advisers LLC. The Board of Directors expects to enter
into a confidentiality agreement with Plato Learning, Thoma Bravo, HarbourVest Partners and JP Morgan
and to provide information to and conduct negotiations with those
parties.
There can be no assurance that Plato Learning will be able to
obtain financing for a transaction with Renaissance Learning, or on
what terms such financing may be obtained, that the Plato Learning
proposal will lead to a Superior Proposal, or that Renaissance
Learning will enter into a definitive agreement with Plato
Learning. The Board of Directors continues to recommend that
shareholders vote in favor of adopting and approving the merger
agreement and the transactions contemplated thereby with affiliates
of the Permira Funds, pursuant to which Renaissance Learning would
be acquired for $14.85 per share in
cash.
Renaissance Learning also announced that the Board of Directors
received a letter from counsel to Permira Advisers LLC asserting
the view that the Plato Learning proposal does not represent a
proposal that the Board of Directors could determine in good faith
could reasonably be expected to lead to a Superior Proposal under
the merger agreement.
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
Statements about the potential effects of the unsolicited
non-binding proposal and all other statements in this release,
other than historical facts, 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, the unsolicited non-binding proposal may not
result in a definitive merger agreement for an alternative
transaction. Moreover, Renaissance Learning may not be able
to complete the proposed merger with affiliates of the Permira
Funds on the terms described above 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 the Company's filings
with the Securities and Exchange Commission, including the
Company'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. The Company 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 will file
with the SEC and furnish to Renaissance Learning's shareholders a
proxy statement. Shareholders are urged to read the proxy
statement when it is becomes available because it will contain
important information about the proposed transaction.
Shareholders may obtain a free copy of the proxy statement,
when available, 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 will be included in the
proxy statement Renaissance Learning will file with the SEC.
SOURCE Renaissance Learning, Inc.
