Investigation Overview
San Diego, Aug 16, 2011 (Shareholders Foundation) -- The announcement by Renaissance Learning that its board of directors agreed to be taken over by Permira Funds prompted an investigation on behalf of investors of Renaissance Learning, Inc. (NASDAQ:RLRN) concerning whether the offer to acquire Renaissance Learning (RLRN) and the buyout process are unfair to investors of NASDAQ:RLRN and whether certain of its officers and directors or others breached their fiduciary duties owed investors in Renaissance Learning Inc. (RLRN) shares.
The investigation by a law firm concerns whether the Renaissance Learning Inc, certain of its officers and directors, and/or others breached their fiduciary duties owed to Renaissance Learning, Inc. (NASDAQ RLRN) investors in connection with the proposed acquisition.
On Tuesday, August 16, 2011, before the market opened Renaissance Learning, Inc. (Nasdaq: RLRN) and the Permira Funds announced they have entered into a merger agreement under which a company formed at the direction of the Permira Funds will acquire all of the outstanding shares of Renaissance Learning for $14.85 per share in cash, or approximately $440 million. Renaissance Learning, Inc said that the $14.85 offer represents a premium of 26% over Renaissance Learning's closing stock price on August 15, 2011.
Following the going-private offer shares of Renaissance Learning, Inc. (Public, NASDAQ:RLRN) jumped from $11.83 per share on Monday to $14.62 on Tuesday.
However, Renaissance Learning, Inc also said that co-founders Terrance and Judith Paul, together with affiliates and members of their family, have already agreed to vote the RLRN shares they control representing, in the aggregate, approximately 69% of the Company's outstanding shares, in favor of the transaction.
Therefore the investigation concerns whether the Renaissance Learning Board of Directors undertook an adequate and in particular breached their fiduciary duties to the Renaissance Learning, Inc. (NASDAQ:RLRN) shareholder by failing to adequately shop the Company before entering into the transaction.
The investigation concerns also whether Permira Funds would underpay for NASDAQ:RLRN shares, thus unlawfully harming Renaissance Learning (RLRN) stockholders.
In fact, Renaissance Learning, Inc. has performed well in the past for its stockholders. Its annual Total Revenue rose from $107.93million in 2007 to $130.09million in 2010 and its Net Income rose from a Net Income of $7.57million for 2007, respectively a Net Loss of $34.44million in 2008 to a Net Income of $23.89million in 2010.
Its second quarter results in 2011 also increased compared to its 2010 second quarter results. Its second quarter Revenue rose from $31.05million a year earlier to $35.72million and its second quarter Net Income increased from $4.30million to $5.31million.
A potential securities class action lawsuit would seek to maximize the amount of money and information RLRN shareholders would receive in a buyout, so the law firm.