WISCONSIN RAPIDS, Wis.,
Oct. 14, 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 the U.S.
District Court in the Western District of Wisconsin has denied Data Key Partners' motion
for injunctive relief. Data Key Partners requested the
injunctive relief to enjoin Renaissance Learning's special meeting
of shareholders being held for the purpose of voting on the merger
agreement entered into by Renaissance Learning and affiliates of
the Permira Funds, among other things. As a result of the
court's ruling, Renaissance Learning's special meeting of
shareholders will proceed as scheduled on Monday, October 17, 2011.
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Renaissance Learning previously announced that it entered into a
merger agreement dated August 15,
2011, as amended, pursuant to which an affiliate of the
Permira Funds will acquire all of the outstanding shares of
Renaissance Learning held by Terrance and
Judith Paul and affiliates and members of their family 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.
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, as amended, 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 supplements to
the proxy statement on October 3,
2011 and October 13, 2011,
respectively. SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND THE SUPPLEMENTS TO THE PROXY STATEMENT BECAUSE THE
PROXY STATEMENT AND THE SUPPLEMENTS 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 supplements 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 supplements to the proxy statement filed on
October 3, 2011 and October 13, 2011, respectively, relating to the
proposed merger with affiliates of the Permira Funds.
SOURCE Renaissance Learning, Inc.
