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Renaissance Learning, Inc. and AlphaSmart, Inc. Announce Exchange
Rate for Stock Consideration
WISCONSIN RAPIDS, Wis. and LOS GATOS, Calif., June 22
/PRNewswire-FirstCall/ -- Renaissance Learning(R), Inc. (NASDAQ:RLRN) and
AlphaSmart, Inc. (NASDAQ:ALSM) announced today that the exchange rate to be
used to calculate the stock consideration pursuant to their previously
announced merger agreement will be 0.1877 of a share of Renaissance Learning
common stock for each share of AlphaSmart common stock exchanged in the merger
for Renaissance Learning common stock.
(Logo: http://www.newscom.com/cgi-bin/prnh/20001108/RENAISSANCELOGO )
Election and transmittal forms from AlphaSmart stockholders must be received by
Wells Fargo Bank, N.A., the exchange agent for the merger, no later than 5:00
p.m. CDST, on June 24, 2005. AlphaSmart stockholders who do not submit a letter
of transmittal and election form by the deadline will be deemed to have made a
stock election and will receive Renaissance Learning common stock based on the
exchange rate, subject to the pro ration mechanisms described in the proxy
statement/prospectus.
On January 25, 2005, Renaissance Learning, a leading provider of daily and
periodic progress monitoring systems and school improvement programs for pre-
K-12 schools announced the definitive agreement to merge with AlphaSmart, a
provider of affordable, portable personal learning solutions for classrooms, in
a transaction intended to qualify as a tax-free reorganization valued at
approximately $57 million. As defined in the merger agreement, holders of
AlphaSmart common stock have the option to receive $3.75 in cash for each share
of AlphaSmart common stock, the number of shares of Renaissance Learning common
stock calculated using the exchange rate, or a combination of cash and stock,
subject to pro-ration so that the total consideration paid will aggregate no
more than 45% stock and no less than 55% cash.
The exchange rate announced today has been calculated by dividing $3.75 by
$19.9827, which is the volume weighted average price per share of Renaissance
Learning common stock for the 10 consecutive trading days in which such shares
were traded on the Nasdaq National Market System ending on June 22, 2005 (the
third trading day prior to, but not including, June 27, 2005, the date of the
meeting of AlphaSmart's stockholders to consider the merger).
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 provision of the Private Securities Litigation Reform Act of 1995,
including statements relating to Renaissance Learning's definitive agreement to
merge with AlphaSmart and the expected closing of that merger. 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 failure to satisfy the closing conditions of the merger
agreement and unexpected delays in closing the merger. 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
Renaissance Learning filed a registration statement on Form S-4 with the
Securities and Exchange Commission (SEC) on February 25, 2005, as amended on
Form S-4/A on April 13, 2005, May 3, 2005 and May 25, 2005, which included a
proxy statement/prospectus and other relevant materials in connection with the
proposed acquisition of AlphaSmart by Renaissance Learning. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THIS FILING BECAUSE IT CONTAINS IMPORTANT
INFORMATION REGARDING THE PROPOSED ACQUISITION. Investors and security holders
may obtain free copies of these documents and other documents filed with the
SEC 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 Learning 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 Learning, 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 proposed acquisition.
Information regarding directors and executive officers of AlphaSmart and
Renaissance Learning and their respective interests in the proposed acquisition
is available in the proxy statement/prospectus of AlphaSmart and Renaissance
Learning described above and other relevant materials 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,
or fax, +1-608-664-3882, , or Manish Kothari of AlphaSmart,
Inc., +1-408-355-1029, or fax, +1-408-355-1055,
Web site: http://www.renlearn.com/
http://www.alphasmart.com/