Renaissance Learning Completes Acquisition of AlphaSmart
June 27 2005 - 5:41PM
PR Newswire (US)
Renaissance Learning Completes Acquisition of AlphaSmart WISCONSIN
RAPIDS, Wis. and LOS GATOS, Calif., June 27 /PRNewswire/ --
Renaissance Learning(R), Inc. (NASDAQ:RLRN) and AlphaSmart, Inc.
(NASDAQ:ALSM) announced today that the merger of AlphaSmart, Inc.
with a subsidiary of Renaissance Learning, Inc. has been completed.
Shares of AlphaSmart will cease trading on the Nasdaq Stock Market
effective as of the close of business today. (Logo:
http://www.newscom.com/cgi-bin/prnh/20001108/RENAISSANCELOGO )
Based on the election forms received from AlphaSmart stockholders
by the election deadline of 5:00 p.m., Central time, on June 24,
2005, AlphaSmart stockholders who made combination elections will
receive $2.0625 in cash and 0.0844 of a share of Renaissance
Learning common stock for each of their shares of AlphaSmart common
stock; AlphaSmart stockholders who made cash elections will receive
$3.75 in cash for each of their shares of AlphaSmart common stock;
and AlphaSmart stockholders who made stock elections will receive
0.1877 of a share of Renaissance Learning common stock for each of
their shares of AlphaSmart common stock. In accordance with the
terms of the merger agreement, Renaissance Learning will not issue
any fractional shares in the merger. Instead, each AlphaSmart
stockholder who would otherwise be entitled to receive a fraction
of a share of Renaissance common stock after taking into account
all shares of AlphaSmart common stock delivered by such stockholder
will receive a cash payment, without interest, equal to $19.79 (the
closing price of Renaissance common stock on June 24, 2005)
multiplied by the fractional share interest to which such
stockholder would otherwise be entitled. As total merger
consideration, Renaissance Learning will issue approximately 1.2
million shares of Renaissance Learning common stock and pay
approximately $34 million in cash. "We are pleased to have
completed the acquisition of AlphaSmart and look forward to working
together to capitalize on the tremendous potential this combination
provides," said John R. Hickey, president and chief executive
officer of Renaissance Learning. "We are confident that by adding
the Neo & Dana product lines alongside Renaissance Learning's
research based software, market penetration and strength of sales
channel, we will continue to enhance and strengthen our position as
a world leader in daily and periodic progress monitoring systems."
For more information, visit http://www.renlearn.com/ or
http://www.alphasmart.com/ . Renaissance Learning, Inc. Renaissance
Learning, Inc. is a leading provider of research-based school-
improvement programs for pre-K-12 schools and districts. Adopted by
more than 67,000 schools, Renaissance Learning daily and periodic
progress monitoring systems give students and teachers continuous
constructive feedback that helps motivate students, dramatically
accelerate learning, improve test scores, and help students master
all standards, while reducing teacher paperwork. Renaissance
Learning has four U.S. locations and subsidiaries in Australia,
Canada, India and the United Kingdom. AlphaSmart, Inc. AlphaSmart,
Inc. is a provider of affordable, portable personal learning
solutions for the K-12 classroom. Its portable computer-companion
products are used by students to enhance writing, keyboarding and
comprehension, and have been adopted by more than 8,500 school
districts in the United States and other countries. Based in Los
Gatos, California, the company was founded in 1992 by former Apple
Computer engineers. Forward-Looking Statements and Safe Harbor This
press release contains forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, including statements relating to the expected
impact the merger will have on Renaissance Learning. Any such
forward-looking statements may involve risks and uncertainties that
could cause actual results to differ materially from any future
results encompassed within the forward-looking statements. Factors
that could cause or contribute to such differences include the
factors included under the heading entitled "Risk Factors" in the
prospectus of Renaissance Learning and proxy statement of
AlphaSmart dated May 26, 2005 as filed with the Securities and
Exchange Commission, 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.
http://www.newscom.com/cgi-bin/prnh/20001108/RENAISSANCELOGO
http://photoarchive.ap.org/ DATASOURCE: Renaissance Learning, Inc.
CONTACT: Julie Blystone of Renaissance Learning, Inc., Toll free
office, +1-800-200-4848, Fax, +1-608-664-3882, Web site:
http://www.renlearn.com/ http://www.alphasmart.com/
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