Broderbund Software and The Learning Company Amend Strategic Merger Agreement; Exchange Ratio Increased to 0.92 Broderbund Share Per Share of The Learning Company; The Learning Company Rejects Unsolicited Offer from SoftKey.NOVATO and FREMONT, Calif.--(BUSINESS WIRE)--Nov. 8, 1995--Broderbund Software, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BROD BROD Big Bike Riders of Dagupan (Motorcycle Club in the Philippines) ) and The Learning Company (NASDAQ:LRNG) today jointly announced that they have amended their previous merger agreement. Under the revised terms, The Learning Company stockholders will receive 0.92 of a share of Broderbund common stock for each share of The Learning Company stock. The strategic merger is currently valued at $60.26 per share, based on Broderbund's closing stock price yesterday. The Learning Company has 9.3 million outstanding shares and options. The tax-free exchange tax-free exchange An exchange of assets between taxpayers in which any gain or loss is not recognized in the period during which the exchange takes place. Rather, taxpayers are required to adjust the basis of assets exchanged. of common stock represents a 13 percent increase from the previous 0.8125 exchange ratio and a 55 percent premium over the trading price Trading price The price at which a security is currently selling. of The Learning Company's stock immediately prior to the announcement of the original July 31 merger agreement. The Board of Directors of The Learning Company unanimously rejected the unsolicited tender offer for 4.6 million shares of The Learning Company commenced by SoftKey International Inc. (NASDAQ:SKEY SKEY Serial Key ). The Board of Directors of The Learning Company believes the resources and business philosophies of SoftKey would not enable The Learning Company to realize its market potential and it views the SoftKey business model as unlikely to achieve long-term business or financial success. The Board unanimously recommends that stockholders of The Learning Company reject the SoftKey offer and not tender any of their shares to SoftKey. "The merger with Broderbund represents a compelling opportunity for us to achieve our strategic objectives and enhance long-term stockholder value," said Bill Dinsmore, President and Chief Executive Officer of The Learning Company. "Together, our complementary product lines, sales and marketing resources and vast distribution network will enable us to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the enormous opportunities we both see in the educational software industry. And perhaps most importantly Adv. 1. most importantly - above and beyond all other consideration; "above all, you must be independent" above all, most especially , our two companies share a common business philosophy and commitment to quality that we believe is unusual in our industry and essential to success." "Our agreement with The Learning Company represents a strategic partnering of two leaders in consumer software development," said Doug Carlston Doug Carlston was CEO, chairman, and co-founder (with brother Gary) of Brøderbund Software, a software publishing firm that produced such hit titles as Myst and Where in the World is Carmen Sandiego?. , Broderbund's Chairman and Chief Executive Officer. "This growing market offers significant opportunities for companies that can consistently produce high-quality, technically-innovative software. Building on the two companies' excellent creative and development resources, the new Broderbund will have the capabilities to take full advantage of this dynamic market. In addition, our distribution network of more than 18,000 domestic retail outlets can be leveraged to expand The Learning Company's franchise." "We believe this strategic merger will be non-dilutive to Broderbund's earnings in our 1997 fiscal year and will create substantial long-term stockholder value," said Bill McDonagh, President and Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of Broderbund. Under the terms of the merger agreement, The Learning Company will become a wholly-owned subsidiary of Broderbund with continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the in Fremont, Calif. and Knoxville, Tenn. Dinsmore and the existing management team of The Learning Company will remain in place, and he and The Learning Company's Chairman, Reece Duca, will join the Broderbund Board of Directors. The merger agreement is subject to, among other things, approval by the stockholders of both companies. Revised proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other will be filed with the Securities and Exchange Commission and, upon clearance, mailed to stockholders. The date of the special stockholders meeting to vote on the merger will be publicly announced at the time proxy materials are mailed. The record date for The Learning Company's stockholder meeting is November 7, 1995. Morgan Stanley  To comply with Wikipedia's , the introduction of this article needs a complete rewrite. & Co. Inc., financial advisor to The Learning
Company, and Alex, Brown & Sons, financial advisor to Broderbund,
have each given their opinion to the respective Boards of Directors that
the 0.92 merger exchange ratio is fair from a financial point of view.
Broderbund is a diversified consumer software company offering a broad selection of award-winning products for use in homes, schools and small businesses. Broderbund has a successful track record of identifying and capitalizing on emerging trends through the development of innovative software that takes advantage of the latest personal computer technologies. The Learning Company is a leading developer of quality education software products for use at home and at school. The Learning Company utilizes emerging technologies to create a system of highly engaging, easy-to-use software products that help build important lifelong learning skills. CONTACT: Broderbund Eric Winkler Winkler may refer to:
Robin Linstrom, 415/382-4449 (IR) or Burson-Marsteller Mitch Stoller, 212/614-5122 or The Learning Company Les Schmidt, 510/792-2101 or Sard Verbinnen & Co. George Sard/Jeanne Donovan/Dan Connolly, 212/687-8080 |
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