PLATO Learning/Archipelago Learning
On March 5th, 2012, Archipelago Learning (Nasdaq: ARCL) entered into a definitive agreement under which PLATO Learning, a portfolio company of Thoma Bravo, LLC, will acquire Archipelago Learning for $11.10 per share in cash, representing an equity value of approximately $291 million. The transaction represents a premium of 23 percent to the closing price of $9.04 on March 2, 2012, and a premium of 17 percent to the company’s weighted average trading price for the last twelve months.
The decision to enter into an agreement with Thoma Bravo’s PLATO Learning was the result of an extended evaluation of strategic alternatives by Archipelago Learning’s Board of Directors. As part of that review, the Board of Directors formed a Transaction Committee consisting of independent directors, and held discussions with a number of parties, including PLATO Learning, through a formal, competitive process. Further details of the transaction and background of the sale process will be included in the company’s preliminary proxy statement.
Barclays Capital acted as sole financial advisor and Weil Gotshal & Manges LLP acted as legal advisor to Archipelago Learning. Vinson & Elkins LLP also provided legal advice to the Transaction Committee and Board of Directors.
Archipelago Learning’s Board of Directors has unanimously approved the transaction and recommended that stockholders approve the merger agreement. In addition, Providence Equity Partners and select additional shareholders representing approximately 49 percent of the aggregate voting power of the company have entered into a voting agreement in support of the transaction.
Following the close of the transaction, the combined companies’ customer base will include over 50,000 schools and 17 million pre-K through adult students. The expanded and complementary product portfolio will provide schools and districts cost effective, results-based, end-to-end online learning solutions. These solutions include virtual instruction, credit recovery, intervention, test preparation, formative and diagnostic assessment, supplemental classroom instruction, college and career readiness, and developmental education.
Customers will continue to benefit from a large field sales, service and support organization that spans the United States, Canada, the United Kingdom, as well as dual operations centers in Bloomington, Minnesota and Dallas, Texas.
Kirkland & Ellis LLP acted as legal advisor to PLATO Learning and Thoma Bravo.
PLATO Learning has secured financing commitments from Credit Suisse and Jefferies Finance LLC.
The decision to enter into an agreement with Thoma Bravo’s PLATO Learning was the result of an extended evaluation of strategic alternatives by Archipelago Learning’s Board of Directors. As part of that review, the Board of Directors formed a Transaction Committee consisting of independent directors, and held discussions with a number of parties, including PLATO Learning, through a formal, competitive process. Further details of the transaction and background of the sale process will be included in the company’s preliminary proxy statement.
Barclays Capital acted as sole financial advisor and Weil Gotshal & Manges LLP acted as legal advisor to Archipelago Learning. Vinson & Elkins LLP also provided legal advice to the Transaction Committee and Board of Directors.
Archipelago Learning’s Board of Directors has unanimously approved the transaction and recommended that stockholders approve the merger agreement. In addition, Providence Equity Partners and select additional shareholders representing approximately 49 percent of the aggregate voting power of the company have entered into a voting agreement in support of the transaction.
Following the close of the transaction, the combined companies’ customer base will include over 50,000 schools and 17 million pre-K through adult students. The expanded and complementary product portfolio will provide schools and districts cost effective, results-based, end-to-end online learning solutions. These solutions include virtual instruction, credit recovery, intervention, test preparation, formative and diagnostic assessment, supplemental classroom instruction, college and career readiness, and developmental education.
Customers will continue to benefit from a large field sales, service and support organization that spans the United States, Canada, the United Kingdom, as well as dual operations centers in Bloomington, Minnesota and Dallas, Texas.
Kirkland & Ellis LLP acted as legal advisor to PLATO Learning and Thoma Bravo.
PLATO Learning has secured financing commitments from Credit Suisse and Jefferies Finance LLC.
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