Renaissance Learning(R), Inc. to Merge with AlphaSmart, Inc.: Companies Positioned to Provide Breakthrough Solutions for Writing
25 Janeiro 2005 - 11:30AM
PR Newswire (US)
Renaissance Learning(R), Inc. to Merge with AlphaSmart, Inc.:
Companies Positioned to Provide Breakthrough Solutions for Writing
WISCONSIN RAPIDS, Wis., Jan. 25 /PRNewswire-FirstCall/ --
Renaissance Learning, Inc. (NASDAQ:RLRN), a leading provider of
learning information systems and school improvement programs for
pre-K-12 schools, today announced that it has reached a definitive
agreement to merge with AlphaSmart, Inc. (NASDAQ:ALSM), a provider
of affordable, portable personal learning solutions for the
classroom. Renaissance Learning and AlphaSmart expect that this
merger will enable the combined companies to offer a unique suite
of writing products, enhance some of Renaissance Learning's other
software products and broaden the market channel for the AlphaSmart
product lines. Renaissance Learning plans to operate AlphaSmart as
a wholly-owned subsidiary and retain the AlphaSmart brand. (Logo:
http://www.newscom.com/cgi-bin/prnh/20001108/RENAISSANCELOGO )
Under the agreement, unanimously approved by the boards of
directors of both companies, each AlphaSmart shareholder will
receive $3.75 per share, in a transaction that is valued at
approximately $57 million. AlphaSmart stockholders will have the
option to be paid in cash, stock or some combination of the two,
subject to pro-ration so that the total consideration paid will
aggregate no more than 45% stock and not less than 55% cash. The
merger, which is expected to be completed in the second quarter of
2005 and be immediately accretive to Renaissance Learning's
earnings, is subject to approval by AlphaSmart stockholders,
government regulatory review, and other customary closing
conditions described in the definitive agreement. Voting agreements
supporting the merger have been executed by AlphaSmart's
stockholders who hold approximately 60% of the outstanding shares,
including its three founders. "The addition of AlphaSmart's
exceptional product line and talented professional staff will
strengthen and diversify Renaissance Learning's position as a
leading provider of learning information systems to schools," said
John Hickey, president and chief executive officer of Renaissance
Learning. "Together, we will be able to provide unique breakthrough
solutions to help educators develop student writing skills along
with strengthening other Renaissance solutions where limited
computer access is a bottleneck to daily program use. In addition
to the merger providing substantial growth potential for the
combined companies, we expect to achieve annual savings of at least
$1 million from the reduction of redundant public company and other
costs." "By offering AlphaSmart portable computer-companions with
Renaissance software, we will help districts leverage the use of
their existing classroom computers thereby increasing the value
derived from their technology investment," said Ketan D. Kothari,
chief executive officer of AlphaSmart. "Our solutions are highly
complementary, and we expect that this merger will help grow
revenues of the combined companies and accelerate learning of
writing and other subjects." Renaissance Learning will hold a brief
conference call at 3:30 p.m. CST today to discuss the merger. The
teleconference may be accessed by dialing 888-868-9083 at 3:30 p.m.
CST. Please call a few minutes before the scheduled start time to
ensure a proper connection. A digital recording of the conference
call will be made available on January 25, 2005 at 8:00 p.m.
through February 1, 2005 at 11:59 p.m. CST. The replay dial-in is
877-519-4471. The conference ID number to access the replay is
5635124. Renaissance Learning(R), Inc. Renaissance Learning, Inc.
is a leading provider of research-based learning information
systems software, school improvement programs, teacher training and
consulting. Adopted by more than 67,000 schools, Renaissance
information technology products 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 six U.S. locations and subsidiaries in
Australia, Canada, India, and the United Kingdom. AlphaSmart, Inc.
AlphaSmart, Inc. is a provider of technology solutions for
education and productivity. Its portable computer-companion
products are used by students to enhance writing, keyboarding and
comprehension, and have been adopted by more than 8,000 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. This press release contains forward-looking
statements made pursuant to the safe harbor provision of the
Private Securities Litigation Reform Act of 1995, including
statements regarding the expected impact the merger will have on
the combined company. Any such forward-looking statements may
involve risk 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 risk that AlphaSmart's business may
not be integrated successfully; failure to satisfy the closing
conditions; an unexpected increase in the costs related to the
merger; unexpected delays in closing the merger; and other risks
affecting Renaissance Learning's and AlphaSmart's businesses
described in their respective filings with the Securities and
Exchange Commission, including Renaissance Learning's 2003 Annual
Report on Form 10-K and later filed Quarterly Reports on Form 10-Q
and AlphaSmart's 2004 Quarterly Reports on Form 10-Q, which factors
are incorporated herein by reference. Renaissance Learning and
AlphaSmart expressly disclaim a duty to provide updates to
forward-looking statements, whether as a result of new information,
future events or other occurrences. ADDITIONAL INFORMATION
AlphaSmart and Renaissance intend to file a registration statement
on Form S-4, which will include a proxy statement/prospectus and
other relevant materials in connection with the proposed merger
transaction involving AlphaSmart and Renaissance. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THIS FILING WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING
THE PROPOSED MERGER TRANSACTION. Investors and security holders may
obtain free copies of these documents and other documents filed
with the SEC when they become available at the SEC's web site at
http://www.sec.gov/ . In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by
AlphaSmart at AlphaSmart's web site at http://www.alphasmart.com/
or by contacting AlphaSmart investor relations at or via telephone
at (408) 355-1029. Investors and security holders may obtain free
copies of the documents filed with the SEC by Renaissance by
directing such requests to Renaissance Learning, Inc., Attention:
Corporate Secretary, 2911 Peach Street, P.O. Box 8036, Wisconsin
Rapids, Wisconsin 54995 or via telephone at (715) 424-3636.
Renaissance, AlphaSmart and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of AlphaSmart in
connection with the merger transaction. Information regarding
directors and executive officers of AlphaSmart and Renaissance and
their respective interests in the proposed transaction will be
available in the proxy/prospectus of AlphaSmart and Renaissance
described above and other relevant materials to be filed with the
SEC. http://www.newscom.com/cgi-bin/prnh/20001108/RENAISSANCELOGO
http://photoarchive.ap.org/ DATASOURCE: Renaissance Learning, Inc.
CONTACT: Julie Blystone of Renaissance Learning, Inc.,
+1-800-200-4848, fax, +1-608-664-3882, Web site:
http://www.alphasmart.com/ http://www.renlearn.com/
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