Permira Amends Renaissance Merger Agreement

Wisconsin Rapids-based Renaissance Learning and private equity fund manager Permira have entered into an amendment to their original merger agreement. Under the amended agreement, an affiliate of the Permira Funds will acquire all of the outstanding shares of Renaissance Learning for an aggregate purchase price of approximately $455 million. With offices in New York and Menlo Park, Permira has had a presence in North America since 2002. Renaissance Learning represents the second North American investment for the Permira funds in 2011.

PRESS RELEASE
Renaissance Learning, Inc. (Nasdaq: RLRN), a leading provider of technology-based school improvement and student assessment programs for K-12 schools, and the Permira Funds announced today that they have entered into an amendment to the definitive merger agreement dated August 15, 2011 under which a company formed at the direction of the Permira Funds will acquire all of the outstanding shares of Renaissance Learning. The entry into the amendment to the merger agreement followed the previously announced definitive acquisition proposal received from Plato Learning, Inc. on September 21, 2011, which contemplated the acquisition of Renaissance Learning by Plato Learning for $15.50 per share in cash. Under the amended merger agreement, an affiliate of the Permira Funds will acquire all of the outstanding shares of Renaissance Learning held by co-founders Terrance and Judith Paul, together with affiliates and members of their family, for $15.00 per share in cash, and will acquire all other outstanding shares of Renaissance Learning for $16.60 per share in cash, for an aggregate purchase price of approximately $455 million, which is financially equivalent to the acquisition of all of the outstanding shares of Renaissance Learning for $15.50 per share in cash.

Renaissance Learning’s Board of Directors has approved and is recommending that shareholders approve and adopt the amended merger agreement at the special meeting of Renaissance Learning’s shareholders. As previously announced, the special meeting is scheduled to be held on October 17, 2011. Under an amended shareholders agreement, Mr. and Mrs. Paul, together with affiliates and members of their family, have agreed to vote the shares they control representing, in the aggregate, approximately 69% of Renaissance Learning’s outstanding shares, in favor of the amended merger agreement.

The transaction remains subject to customary closing conditions, including approval by Renaissance Learning’s shareholders. As previously announced, Renaissance Learning’s request for early termination of the waiting period with respect to the filings made under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed merger has been granted, and therefore such waiting period has ended.

About Renaissance Learning, Inc.
Renaissance Learning, Inc. is a leading provider of technology-based school improvement and student assessment programs for K12 schools. Adopted by approximately 70,000 schools, Renaissance Learning’s tools provide daily formative assessment and periodic progress-monitoring technology to enhance core curriculum, support differentiated instruction, and personalize practice in reading, writing and math. Renaissance Learning products and school improvement programs help educators make the practice component of their existing curriculum more effective by providing tools to personalize practice and easily manage the daily activities for students of all levels. As a result, teachers using Renaissance Learning products and programs accelerate learning, get more satisfaction from teaching, and help students achieve higher test scores on state and national tests. Renaissance Learning has seven U.S. locations and subsidiaries in Canada and the United Kingdom.
About Permira

Permira is a European private equity firm with global reach. The Permira funds, raised from pension funds and other institutions, make long-term investments in companies with the ambition of transforming their performance and driving sustainable growth.

Founded in 1985, the firm advises funds with a total committed capital of approximately $30 billion. Over the past 26 years the Permira funds have made nearly 200 private equity investments, over 30% of which have been in the core sector of Technology, Media & Telecom (“TMT”). The Permira funds portfolio in TMT includes market-leading software providers, online commerce vendors, and digital content production and distribution companies, among others. With offices in New York and Menlo Park, Permira has had a presence in North America since 2002. Renaissance Learning represents the second North American investment for the Permira funds in 2011.