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Tuesday, September 12, 2006 9:24:21 AM
EDIN -- Educational Insights Agrees To Be Acquired By Learning Resources
Com (No Par)
Educational Insights Agrees To Be Acquired By Learning Resources
Rancho Dominguez, CA - September 11, 2006 -- Educational Insights, Inc. (OTC Pink Sheets: EDIN) announced today that, based upon the recommendation of the Company's Board of Directors, the holders of a majority of its voting shares approved a cash merger that will result in Educational Insights, Inc. becoming a wholly-owned subsidiary of an affiliate of Learning Resources, Inc. (LRI). As a result, the Company and LRI signed a definitive Merger Agreement reflecting this cash merger on September 8, 2006. Learning Resources is a leading manufacturer of innovative, hands-on educational materials for classrooms and learning toys for the home.
Under the terms of the agreement, LRI will acquire all the outstanding common stock of Educational Insights for $1.97 per share in cash less transaction expenses estimated at $0.07 per share, or total estimated shareholder consideration of $24.2 million. The companies expect to close the transaction by October 31, 2006. Educational Insights will continue to maintain its headquarters in Rancho Dominguez, California and operate independently after the acquisition.
"Learning Resources is known for its unparalleled service levels, product leadership, innovation, and its long-term commitment to the Education market. The companies share the same core values and operating principles," says G. Reid Calcott, Chief Executive Officer of Educational Insights. "We are delighted that the Educational Insights products and brands will become part of such a dynamic organization and we are all looking forward to contribute to the future growth of the group."
"With its track record of successful and award-winning products, Educational Insights is a natural fit for Learning Resources. Both companies are committed to developing innovative hands-on products that make learning faster, easier and more fun," said Richard Woldenberg, Chief Executive Officer of Learning Resources. "We believe that the addition of Educational Insights to our corporate family, following our recent acquisition of the Safe-T Products and Extra Measures companies, offers our dealers and consumers access to the most extensive hands-on learning product line in the world."
Well-known for quality and outstanding educational content, Educational Insights products have been in use in virtually every elementary school in the United States since the late 1970s. Educational Insights is also a leading brand in the booming educational toy market for home use. Educational Insights branded products are sold through educational dealers, teacher stores, specialty toy retailers, direct mail catalogs and on the Internet. Some of the company's most popular products include Blokus? strategy games, GeoSafari? Talking Globe, Classroom Jeopardy!?, CoinStruction? building sets and The Amazing Live Sea-Monkeys? Activity Sets.
About Educational Insights
Educational Insights, Inc. is a leading designer, developer, and marketer of innovative learning products dedicated to teaching children the fundamentals of geography, math, reading, science, and other subjects. Educational Insights' award winning product line comprises more than 750 educational products and includes electronic learning aids, strategy games, activity books, science kits, manipulatives and learning toys for use in both schools and homes. Educational Insights, Inc. was founded by Burt Cutler in 1962 and is based in Rancho Dominguez, California. More information on Educational Insights can be found at www.EducationalInsights.com.
About Learning Resources
Learning Resources, Inc. is a leading manufacturer of innovative, hands-on educational materials for classrooms and learning toys for the home. For more than 20 years, educators and parents have trusted the company as a source for quality, award-winning educational products teaching language and reading, math, science and early childhood. Headquartered in Vernon Hills, Illinois, Learning Resources markets and distributes its products to over 80 countries around the globe. For more information about Learning Resources, visit http://www.LearningResources.com.
Except for the historical information contained herein, this press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Editors and investors are cautioned that forward-looking statements invoke significant risk and uncertainties that may cause the Company's actual results to differ materially from such forward-looking statements. Words such as "projects", "believe", "anticipates", "estimate", "plans", "expect", "intends", and similar words and expressions are intended to identify forward-looking statements and are based on our current expectations, assumptions, and estimates about us and our industry. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Although the Company believes that such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors, risks and uncertainties. These factors, risks and uncertainties include, without limitation, continued successful development and acceptance of new products, dependence on off-shore contract manufacturers, competitive factors, dependence on education funding by Federal, State and local governments, dependence on key development and marketing personnel, general economic conditions and other risk factors. All such forward-looking statements, whether written or oral, and whether made by, or on behalf of, the Company, are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. Additionally, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances subsequent to the release of this information.
CONTACT: Stephen E. Billis,
Chief Financial Officer
(310) 884-2000
Com (No Par)
Educational Insights Agrees To Be Acquired By Learning Resources
Rancho Dominguez, CA - September 11, 2006 -- Educational Insights, Inc. (OTC Pink Sheets: EDIN) announced today that, based upon the recommendation of the Company's Board of Directors, the holders of a majority of its voting shares approved a cash merger that will result in Educational Insights, Inc. becoming a wholly-owned subsidiary of an affiliate of Learning Resources, Inc. (LRI). As a result, the Company and LRI signed a definitive Merger Agreement reflecting this cash merger on September 8, 2006. Learning Resources is a leading manufacturer of innovative, hands-on educational materials for classrooms and learning toys for the home.
Under the terms of the agreement, LRI will acquire all the outstanding common stock of Educational Insights for $1.97 per share in cash less transaction expenses estimated at $0.07 per share, or total estimated shareholder consideration of $24.2 million. The companies expect to close the transaction by October 31, 2006. Educational Insights will continue to maintain its headquarters in Rancho Dominguez, California and operate independently after the acquisition.
"Learning Resources is known for its unparalleled service levels, product leadership, innovation, and its long-term commitment to the Education market. The companies share the same core values and operating principles," says G. Reid Calcott, Chief Executive Officer of Educational Insights. "We are delighted that the Educational Insights products and brands will become part of such a dynamic organization and we are all looking forward to contribute to the future growth of the group."
"With its track record of successful and award-winning products, Educational Insights is a natural fit for Learning Resources. Both companies are committed to developing innovative hands-on products that make learning faster, easier and more fun," said Richard Woldenberg, Chief Executive Officer of Learning Resources. "We believe that the addition of Educational Insights to our corporate family, following our recent acquisition of the Safe-T Products and Extra Measures companies, offers our dealers and consumers access to the most extensive hands-on learning product line in the world."
Well-known for quality and outstanding educational content, Educational Insights products have been in use in virtually every elementary school in the United States since the late 1970s. Educational Insights is also a leading brand in the booming educational toy market for home use. Educational Insights branded products are sold through educational dealers, teacher stores, specialty toy retailers, direct mail catalogs and on the Internet. Some of the company's most popular products include Blokus? strategy games, GeoSafari? Talking Globe, Classroom Jeopardy!?, CoinStruction? building sets and The Amazing Live Sea-Monkeys? Activity Sets.
About Educational Insights
Educational Insights, Inc. is a leading designer, developer, and marketer of innovative learning products dedicated to teaching children the fundamentals of geography, math, reading, science, and other subjects. Educational Insights' award winning product line comprises more than 750 educational products and includes electronic learning aids, strategy games, activity books, science kits, manipulatives and learning toys for use in both schools and homes. Educational Insights, Inc. was founded by Burt Cutler in 1962 and is based in Rancho Dominguez, California. More information on Educational Insights can be found at www.EducationalInsights.com.
About Learning Resources
Learning Resources, Inc. is a leading manufacturer of innovative, hands-on educational materials for classrooms and learning toys for the home. For more than 20 years, educators and parents have trusted the company as a source for quality, award-winning educational products teaching language and reading, math, science and early childhood. Headquartered in Vernon Hills, Illinois, Learning Resources markets and distributes its products to over 80 countries around the globe. For more information about Learning Resources, visit http://www.LearningResources.com.
Except for the historical information contained herein, this press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Editors and investors are cautioned that forward-looking statements invoke significant risk and uncertainties that may cause the Company's actual results to differ materially from such forward-looking statements. Words such as "projects", "believe", "anticipates", "estimate", "plans", "expect", "intends", and similar words and expressions are intended to identify forward-looking statements and are based on our current expectations, assumptions, and estimates about us and our industry. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Although the Company believes that such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors, risks and uncertainties. These factors, risks and uncertainties include, without limitation, continued successful development and acceptance of new products, dependence on off-shore contract manufacturers, competitive factors, dependence on education funding by Federal, State and local governments, dependence on key development and marketing personnel, general economic conditions and other risk factors. All such forward-looking statements, whether written or oral, and whether made by, or on behalf of, the Company, are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. Additionally, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances subsequent to the release of this information.
CONTACT: Stephen E. Billis,
Chief Financial Officer
(310) 884-2000
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