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Renaissance Learning Registration Statement Declared Effective;
Acquisition of AlphaSmart, Inc. Expected To Close in Late June
WISCONSIN RAPIDS, Wis., May 27 /PRNewswire-FirstCall/ -- Renaissance
Learning(R), Inc. (NASDAQ:RLRN), a leading provider of daily and periodic
progress monitoring systems and school improvement programs for pre-K-12
schools, announced today that the Securities and Exchange Commission (SEC) has
declared effective the amended registration statement on Form S-4 filed in
connection with the proposed acquisition of AlphaSmart, Inc. (NASDAQ:ALSM). A
proxy statement/prospectus will be mailed to AlphaSmart stockholders and
AlphaSmart has scheduled a special meeting of stockholders on June 27, 2005 to
approve the acquisition. The transaction is expected to close as soon as
practicable after the date of the AlphaSmart special meeting of stockholders,
subject to stockholder approval and other customary closing conditions
described in the definitive merger agreement.
(Logo: http://www.newscom.com/cgi-bin/prnh/20001108/RENAISSANCELOGO )
On January 25, 2005, Renaissance Learning 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
agreement, holders of AlphaSmart common stock have the option to receive $3.75
in cash for each share of AlphaSmart common stock, shares of Renaissance
Learning common stock, 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 55% cash. Renaissance Learning and AlphaSmart will issue a
joint press release at least two business days prior to the June 27th special
meeting of stockholders announcing the exchange rate for stock elections.
Election and transmittal forms 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 receive consideration in the manner described in the
proxy statement/prospectus.
For more information, visit http://www.renlearn.com/ .
Renaissance Learning, Inc.
Renaissance Learning, Inc., is a leading provider of research-based software,
professional development, technical services, and consulting. Adopted by about
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 four
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.
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 risks affecting the Company's business
as described in the Company's filings with the Securities and Exchange
Commission, including the registration statement on Form S-4 referred to below,
the Company's 2004 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. The Company 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
Renaissance Learning filed a registration statement on Form S-4 with the
Securities and Exchange Commission (the "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
Web site: http://www.renlearn.com/