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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/