WISCONSIN RAPIDS, Wis.,
Aug. 16, 2011 /PRNewswire/ --
Renaissance Learning, Inc. (Nasdaq: RLRN), a leading provider of
technology-based school improvement and student assessment programs
for K-12 schools, and the Permira Funds today announced they have
entered into a definitive merger agreement under which a company
formed at the direction of the Permira Funds will acquire all of
the outstanding shares of Renaissance Learning for $14.85 per share in cash, or approximately
$440 million.
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The transaction represents a premium of 26% over Renaissance
Learning's closing stock price on August 15,
2011. Renaissance Learning's Board of Directors has
approved the merger agreement and is recommending that shareholders
adopt the merger agreement. Co-founders Terrance and Judith Paul, together with
affiliates and members of their family, have agreed to vote the
shares they control representing, in the aggregate, approximately
69% of the Company's outstanding shares, in favor of the
transaction.
"This transaction enables Renaissance Learning to expand its
impact in education in the U.S. and abroad, and represents a very
positive outcome for our employees, shareholders and the schools we
serve," said Terrance Paul, chairman
of Renaissance Learning. "We are incredibly grateful to our
employees and customers who have helped to build the company and
joined us on our mission to accelerate learning." Glenn R.
James, chief executive officer, added, "We are excited about our
future with Permira. They share many of our values, respect our
dedication to students and educators, and have the ideas,
experience and global resources to assist our company in its
continued aggressive growth plans."
"We are thrilled to be partnering with such a leader in
education and technology," said Brian
Ruder, Permira Partner and Head of the Menlo Park office.
"Renaissance Learning has all of the characteristics the
Permira funds seek in a growth investment – leading products, a
top-tier customer base, and a world-class management team. We
look forward to supporting the company as it continues to innovate
and advance learning outcomes around the world."
The transaction is subject to customary closing conditions,
including approval by Renaissance Learning's shareholders and
clearance under the Hart-Scott-Rodino Act. The transaction is
expected to close in the fourth quarter of 2011. Following
completion of the transaction, Renaissance Learning will become a
privately held company and its common stock will no longer be
traded on the Nasdaq National Market.
Goldman Sachs & Co. acted as exclusive financial advisor to
Renaissance Learning's Board of Directors. Godfrey &
Kahn, S.C. acted as legal advisors to Renaissance Learning.
Sidley Austin LLP acted as legal advisors to the independent
members of Renaissance Learning's Board of Directors. Mayer
Brown LLP acted as legal advisors to Mr. and Mrs. Paul.
Morgan Stanley & Co., LLC acted as lead financial advisor
to the Permira Funds and RBC Capital Markets acted as co-advisor
and is providing debt financing for the transaction. Skadden,
Arps, Slate, Meagher & Flom LLP acted as legal advisor to the
Permira Funds.
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.
About Permira
Permira is a European private equity firm with global reach. The
Permira funds, raised from pension funds and other institutions,
make long-term investments in companies with the ambition of
transforming their performance and driving sustainable growth.
Founded in 1985, the firm advises funds with a total committed
capital of approximately $30 billion.
Over the past 26 years the Permira funds have made nearly 200
private equity investments, over 30% of which have been in the core
sector of Technology, Media & Telecom ("TMT"). The
Permira funds portfolio in TMT includes market-leading software
providers, online commerce vendors, and digital content production
and distribution companies, among others. With offices in
New York and Menlo Park, Permira
has had a presence in North
America since 2002. Renaissance Learning represents
the second North American investment for the Permira funds in
2011.
For more information visit: www.permira.com
Forward-Looking Statements
Statements about the expected timing, completion and effects of
the proposed merger 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.
Renaissance Learning may not be able to complete the proposed
merger 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, 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. 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.