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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
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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/