WISCONSIN RAPIDS, Wis.,
Oct. 11, 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 its Board of Directors has
concluded that the previously announced unsolicited, revised
definitive acquisition proposal received from Plato Learning, Inc.
("Plato Learning") on October 7, 2011
could not reasonably be expected to lead to a Superior Proposal
under the terms of the definitive merger agreement dated
August 15, 2011, as amended on
September 27, 2011, under which a
company formed at the direction of the Permira Funds will acquire
all of the outstanding shares of Renaissance Learning. Under
the revised definitive proposal, Plato Learning proposes to acquire
all of the outstanding shares of Renaissance Learning for an
aggregate purchase price of approximately $496.0 million, which is financially equivalent
to the acquisition of all of the outstanding shares of Renaissance
Learning for $16.90 per share in
cash. The revised definitive proposal does not provide for an
allocation of the merger consideration between co-founders
Terrance and Judith Paul and
affiliates and members of their family (the "Paul Shareholders"),
on one hand, and the other shareholders of Renaissance Learning, on
the other hand, but provides that Renaissance Learning's Board of
Directors or Mr. and Mrs. Paul may propose to allocate the merger
consideration in any manner. Under the revised definitive proposal,
the additional consideration payable under the revised terms of the
proposed acquisition would be financed with an additional
$25.0 million in equity pursuant to
signed commitment letters and guarantees from funds advised by
Thoma Bravo, LLC and HarbourVest
Partners, LLC. The revised definitive proposal is not subject to a
financing condition or further due diligence.
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Renaissance Learning previously announced that Renaissance
Learning and the Permira Funds entered into an amendment to the
Permira Funds merger agreement. Under the amended Permira
Funds merger agreement, an affiliate of the Permira Funds will
acquire all of the outstanding shares of Renaissance Learning held
by the Paul Shareholders 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
$455.0 million.
The Pauls have informed Renaissance Learning's Board of
Directors that they will not support an acquisition of Renaissance
Learning by Plato Learning pursuant to Plato Learning's revised
definitive proposal. Based on this information, the Board of
Directors has unanimously determined in good faith, after
consultation with its financial advisor, that the revised Plato
Learning proposal could not reasonably be expected to lead to a
Superior Proposal under the terms of the amended Permira Funds
merger agreement, and that it will not pursue negotiations with
Plato Learning. Renaissance Learning's Board of Directors has
approved and continues to recommend that shareholders approve and
adopt the amended Permira Funds merger agreement at the special
meeting of Renaissance Learning's shareholders scheduled to be held
on October 17, 2011. Under an
amended shareholders agreement, the Paul Shareholders 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 Permira Funds merger agreement.
In connection with the amended Permira Funds merger agreement,
on October 3, 2011, Renaissance
Learning filed with the SEC a supplement, dated September 30, 2011, to the proxy statement
previously distributed in connection with the special shareholders'
meeting and has furnished such supplement to Renaissance Learning's
shareholders. The transaction remains subject to customary
closing conditions, including approval by Renaissance Learning's
shareholders. As previously announced, the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with the proposed merger 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.
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, 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 a supplement
to the proxy statement on October 3,
2011. Renaissance Learning has furnished both the
proxy statement and the supplement to the proxy statement to its
shareholders. SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND THE SUPPLEMENT TO THE PROXY STATEMENT BECAUSE THE
PROXY STATEMENT AND THE SUPPLEMENT TO THE PROXY STATEMENT CONTAIN
IMPORTANT INFORMATION ABOUT THE PERMIRA FUNDS MERGER AGREEMENT, AS
AMENDED. Shareholders may obtain a free copy of the proxy
statement, the supplement to 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, and the supplement to the proxy statement filed on
October 3, 2011, relating to the
proposed merger with affiliates of the Permira Funds.
SOURCE Renaissance Learning, Inc.