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8-K - FORM 8-K - PLATO LEARNING INC | c57171e8vk.htm |
EX-10.1 - EX-10.1 - PLATO LEARNING INC | c57171exv10w1.htm |
EX-2.1 - EX-2.1 - PLATO LEARNING INC | c57171exv2w1.htm |
Exhibit 99.1
For Immediate Release
PLATO Learning Enters into Merger Agreement with Thoma Bravo
Shareholders to receive $5.60 per share in cash; transaction valued at $143 million
Minneapolis, MN (March 26, 2010) PLATO Learning, Inc. (NASDAQ: TUTR), a leading provider of
K-adult online learning solutions, today announced it has entered into a definitive agreement to
be acquired by an affiliate of Thoma Bravo, LLC in a transaction valued at approximately $143
million. The PLATO Learning board of directors unanimously approved the agreement and will
recommend that the Companys shareholders approve the transaction.
Under the terms of the agreement, PLATO Learning shareholders will receive $5.60 in cash for each
share of PLATO Learning common stock they hold, representing a premium of approximately 30% over
the Companys average closing price during the 30 trading days ending March 25, 2010 and a 34%
premium over the Companys average closing price during the 90 trading days ending March 25, 2010.
Our agreement with Thoma Bravo represents an attractive valuation for our shareholders, and we
look forward to closing the transaction as quickly as possible, said Vin Riera, PLATO Learnings
President and Chief Executive Officer. We also look forward to partnering with Thoma Bravo in
continuing to focus on delivering high quality PLATO Learning solutions to our customers.
Thoma Bravo is excited to partner with PLATO Learnings existing management team
to enhance the Companys growth and bring increased value to customers, said Holden Spaht, a
Principal at Thoma Bravo. PLATOs established solutions and experienced leadership team, coupled
with Thoma Bravos expertise in buying and building software companies, presents an excellent
opportunity for PLATO to further strengthen its position within the education technology market.
The transaction is subject to customary closing conditions, including requisite regulatory
approvals and approval of PLATO Learning shareholders. The transaction is not subject to a
financing condition. PLATO Learning expects the transaction to close in the Companys fiscal
quarter ending July 31, 2010.
Thomas Weisel Partners LLC served as exclusive financial advisor to PLATO Learning, and
Craig-Hallum Capital Group LLC provided a fairness opinion to the Companys Board of Directors.
About PLATO Learning, Inc.
PLATO Learning is a leading provider of computer-based and e-learning instruction for kindergarten
through adult learners, offering curricula in reading, writing, math, science, social studies, and
life and job skills. For more information on PLATO Learning, visit www.plato.com.
About Thoma Bravo, LLC
Thoma Bravo is a leading private equity investment firm that has been providing equity and
strategic support to experienced management teams building growing companies for more than 29
years. The firm originated the concept of industry consolidation investing, which seeks to create
value through the strategic use of acquisitions to accelerate business growth. Thoma Bravo applies
its investment strategy across multiple industries with a particular focus on the software and
services sectors. In the software industry, Thoma Bravo has completed 49 acquisitions across 14
platform companies with total annual earnings in excess of $600 million. For more information on
Thoma Bravo, visit www.thomabravo.com.
Information regarding the solicitation of proxies
In connection with the proposed transaction, PLATO Learning will file a proxy statement and
relevant documents concerning the proposed transaction with the SEC relating to the solicitation of
proxies to vote at a special meeting of shareholders to be called to approve the proposed
transaction. The definitive proxy statement will be mailed to the shareholders of PLATO Learning
in advance of the special meeting. Shareholders of PLATO Learning are urged to read the proxy
statement and other relevant materials when they become available because they will contain
important information about PLATO Learning and the proposed transaction. Shareholders may obtain a
free copy of the proxy statement and any other relevant documents filed by PLATO Learning with the
SEC (when available) at the SECs Web site at www.sec.gov. In addition, shareholders may obtain
free copies of the documents filed with the SEC by PLATO Learning by contacting PLATO Learning
Investor Relations by e-mail at investor.relations@plato.com or by phone at (952) 832-1000.
PLATO Learning and its directors and certain executive officers may be deemed to be participants in
the solicitation of proxies from PLATO Learning shareholders in respect of the proposed
transaction. Information about the directors and executive officers of PLATO Learning and their
respective interests in PLATO Learning by security holdings or otherwise is set forth in its proxy
statements and Annual Reports on Form 10-K previously filed with the SEC. Investors may obtain
additional information regarding the interest of the participants by reading the proxy statement
regarding the acquisition when it becomes available. Each of these documents is, or will be,
available for free at the SECs Web site at www.sec.gov and at the PLATO Learning Investor
Relations Web site at www.PLATO.com/investor-relations.aspx.
Cautionary statement regarding forward-looking statements
This press release contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include statements regarding benefits of the proposed transaction, future performance,
and the completion of the transaction. These statements are based on the current expectations of
management of PLATO Learning, Inc., involve certain risks, uncertainties, and assumptions that are
difficult to predict, and are based upon assumptions as to future events that may not prove
accurate. Therefore, actual outcomes and results may differ materially from what is expressed
herein. There are a number of risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this document. For example, among other
things, conditions to the closing of the transaction may not be satisfied and the transaction may
involve unexpected costs, liabilities, or delays, any of which could cause the transaction to not
be consummated. Additional factors that may affect the future results of PLATO Learning are set
forth in its filings with the Securities and Exchange Commission, which are available at
www.sec.gov. All forward-looking statements in this release are qualified by these cautionary
statements and are made only as of the date of this release. PLATO Learning is under no obligation
(and expressly disclaims any such obligation) to update or alter its forward-looking statements,
whether as a result of new information, future events, or otherwise.
CONTACTS:
For PLATO Learning:
Robert Rueckl
Chief Financial Officer
PLATO Learning, Inc
952.832.1000
Robert Rueckl
Chief Financial Officer
PLATO Learning, Inc
952.832.1000
For Thoma Bravo:
Amber Roberts
Lane PR
646.673.8547
amber@lanepr.com
Amber Roberts
Lane PR
646.673.8547
amber@lanepr.com