MINNEAPOLIS, March 26 /PRNewswire-FirstCall/ -- PLATO
Learning, Inc. (Nasdaq: TUTR), a leading provider of K-adult online
learning solutions, today announced it has entered into a
definitive agreement to be acquired by an affiliate of Thoma Bravo,
LLC in a transaction valued at approximately $143 million. The PLATO Learning board of
directors unanimously approved the agreement and will recommend
that the Company's shareholders approve the transaction.
Under the terms of the agreement, PLATO Learning shareholders
will receive $5.60 in cash for each
share of PLATO Learning common stock they hold, representing a
premium of approximately 30% over the Company's average closing
price during the 30 trading days ending March 25, 2010 and a 34% premium over the
Company's average closing price during the 90 trading days ending
March 25, 2010.
"Our agreement with Thoma Bravo represents an attractive
valuation for our shareholders, and we look forward to closing the
transaction as quickly as possible," said Vin Riera, PLATO Learning's President and Chief
Executive Officer. "We also look forward to partnering with
Thoma Bravo in continuing to focus on delivering high quality PLATO
Learning solutions to our customers."
"Thoma Bravo is excited to partner with PLATO Learning's
existing management team to enhance the Company's growth and bring
increased value to customers," said Holden
Spaht, a Principal at Thoma Bravo. "PLATO's established solutions and experienced
leadership team, coupled with Thoma Bravo's expertise in buying and
building software companies, presents an excellent opportunity for
PLATO to further strengthen its
position within the education technology market."
The transaction is subject to customary closing conditions,
including requisite regulatory approvals and approval of PLATO
Learning shareholders. The transaction is not subject to a
financing condition. PLATO Learning expects the transaction
to close in the Company's fiscal quarter ending July 31, 2010.
Thomas Weisel Partners LLC served as exclusive financial advisor
to PLATO Learning, and Craig-Hallum Capital Group LLC provided a
fairness opinion to the Company's Board of Directors.
About PLATO Learning, Inc.
PLATO Learning is a leading provider of computer-based and
e-learning instruction for kindergarten through adult learners,
offering curricula in reading, writing, math, science, social
studies, and life and job skills. For more information on
PLATO Learning, visit www.plato.com.
About Thoma Bravo, LLC
Thoma Bravo is a leading private equity investment firm that has
been providing equity and strategic support to experienced
management teams building growing companies for more than 29 years.
The firm originated the concept of industry consolidation
investing, which seeks to create value through the strategic use of
acquisitions to accelerate business growth. Thoma Bravo applies its
investment strategy across multiple industries with a particular
focus on the software and services sectors. In the software
industry, Thoma Bravo has completed 49 acquisitions across 14
platform companies with total annual earnings in excess of
$600 million. For more information on
Thoma Bravo, visit www.thomabravo.com.
Information regarding the solicitation of proxies
In connection with the proposed transaction, PLATO Learning will
file a proxy statement and relevant documents concerning the
proposed transaction with the SEC relating to the solicitation of
proxies to vote at a special meeting of shareholders to be called
to approve the proposed transaction. The definitive proxy
statement will be mailed to the shareholders of PLATO Learning in
advance of the special meeting. Shareholders of PLATO
Learning are urged to read the proxy statement and other relevant
materials when they become available because they will contain
important information about PLATO Learning and the proposed
transaction. Shareholders may obtain a free copy of the proxy
statement and any other relevant documents filed by PLATO Learning
with the SEC (when available) at the SEC's Web site at www.sec.gov.
In addition, shareholders may obtain free copies of the
documents filed with the SEC by PLATO Learning by contacting PLATO
Learning Investor Relations by e-mail at
investor.relations@plato.com or by phone at (952) 832-1000.
PLATO Learning and its directors and certain executive officers
may be deemed to be participants in the solicitation of proxies
from PLATO Learning shareholders in respect of the proposed
transaction. Information about the directors and executive
officers of PLATO Learning and their respective interests in PLATO
Learning by security holdings or otherwise is set forth in its
proxy statements and Annual Reports on Form 10-K previously filed
with the SEC. Investors may obtain additional information
regarding the interest of the participants by reading the proxy
statement regarding the acquisition when it becomes available.
Each of these documents is, or will be, available for free at
the SEC's Web site at www.sec.gov and at the PLATO Learning
Investor Relations Web site at
www.PLATO.com/investor-relations.aspx.
Cautionary statement regarding forward-looking
statements
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These
forward-looking statements include statements regarding benefits of
the proposed transaction, future performance, and the completion of
the transaction. These statements are based on the current
expectations of management of PLATO Learning, Inc., involve certain
risks, uncertainties, and assumptions that are difficult to
predict, and are based upon assumptions as to future events that
may not prove accurate. Therefore, actual outcomes and
results may differ materially from what is expressed herein.
There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking
statements included in this document. For example, among
other things, conditions to the closing of the transaction may not
be satisfied and the transaction may involve unexpected costs,
liabilities, or delays, any of which could cause the transaction to
not be consummated. Additional factors that may affect the
future results of PLATO Learning are set forth in its filings with
the Securities and Exchange Commission, which are available at
www.sec.gov. All forward-looking statements in this release
are qualified by these cautionary statements and are made only as
of the date of this release. PLATO Learning is under no
obligation (and expressly disclaims any such obligation) to update
or alter its forward-looking statements, whether as a result of new
information, future events, or otherwise.
CONTACTS:
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For PLATO Learning:
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Robert Rueckl
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Chief Financial
Officer
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PLATO Learning,
Inc.
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952.832.1000
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For Thoma Bravo:
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Amber Roberts
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Lane PR
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646.673.8547
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amber@lanepr.com
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SOURCE PLATO Learning, Inc.