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Plato ups unsolicited bid for Renaissance

WISCONSIN RAPIDS, Wis. (AP) — Renaissance Learning Inc. said Monday that it has received a revised, unsolicited bid from rival education software maker Plato Learning Inc. that values the company at $496 million.

That works out to $16.90 per Renaissance share in cash, up from the $15.50 a share, or $454 million, that Plato offered in July.

Plato's latest offer also is an improvement over the bid Renaissance's board of directors has accepted from Permira Funds. The private equity firm's bid amounts to $16.60 per share, or $455 million.

Renaissance board said Monday that it is considering the revised offer from Plato, but continues to recommend that shareholders approve the sale of the company to Permira at a vote scheduled for next Monday.

Renaissance Learning co-founders Terrance and Judith Paul haven't supported Plato's previous buyout offers, so the board has elected to stick with the lower offer from Permira Funds.

The Permira offer includes $15 per share in cash paid to the Pauls, as well as affiliates and family members.

The latest offer from Plato does not spell out a separate per-share amount for the Pauls and their affiliates, but it provides that Renaissance's board or the Pauls may elect to allocate a "merger consideration" of their own choosing. Plato said it would finance that through an additional $25 million in equity from Thoma Bravo LLC and HarbourVest Partners LLC.

Still, the Pauls, along with their affiliates and family members, plan to vote their shares — which make up about 69 percent of the company's outstanding stock — in support of the Permira Funds deal.

Renaissance, meanwhile, is facing lawsuits over its decision to pursue the Permira deal.

Plato is seeking to join in federal lawsuits brought in recent weeks against Renaissance that seek to block the Permira deal. Plato claims Renaissance failed to act in good faith in its dealings with Plato by opting to pursue an inferior offer from Permira.

Renaissance contends that the claims asserted by Plato and the other plaintiffs are without merit and intends to mount a vigorous defense.

Shares of Renaissance Learning, based in Wisconsin Rapids, Wis., ended the regular session up 33 cents, or 2 percent, at $17.01.


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