Renaissance Learning, Inc. (Nasdaq:

) announced today that it has received an unsolicited, revised definitive acquisition proposal from Plato Learning, Inc.. Under the revised definitive proposal, Plato Learning proposes to acquire all of the outstanding shares of Renaissance Learning for an aggregate purchase price of approximately $496.0 million, which is financially equivalent to the acquisition of all of the outstanding shares of Renaissance Learning for $16.90 per share in cash. The revised definitive proposal does not provide for an allocation of the merger consideration between co-founders Terrance and Judith Paul and affiliates and members of their family, on one hand, and the other shareholders of Renaissance Learning, on the other hand, but provides that Renaissance Learning's Board of Directors or Mr. and Mrs. Paul may elect to allocate the merger consideration in any manner. Under the revised definitive proposal, the additional consideration payable under the revised terms of the proposed acquisition would be financed with an additional $25.0 million in equity pursuant to signed commitment letters and guarantees from funds advised by Thoma Bravo, LLC and HarbourVest Partners, LLC. The revised definitive proposal is not subject to a financing condition or further due diligence. Renaissance Learning previously announced that Renaissance Learning and the Permira Funds 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. Under the amended merger agreement, an affiliate of the Permira Funds will acquire all of the outstanding shares of Renaissance Learning held by the Paul Shareholders 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 $455.0 million, which is financially equivalent to the acquisition of all of the outstanding shares of Renaissance Learning for $15.50 per share in cash.