Edison Schools to Acquire LearnNow, Inc. Monday, June 04, 2001 Edison Schools announced it has signed a definitive merger agreement to acquire privately held LearnNow, Inc., a rapidly growing education management company. Edison will acquire LearnNow for approximately 1.4 million shares of its class A common stock. In addition, Edison will lend LearnNow up to $4 million to fund operations and expansion prior to closing. Closing is subject to customary closing conditions and is currently expected to occur on July 1, 2001. LearnNow expects to manage 11 schools with a total enrollment of over 5,000 students this fall in 4 states. LearnNow estimates its revenue for the coming school year will reach approximately $38 million, nearly double its current year. LearnNow has developed a successful school model to serve students in under-resourced communities. The LearnNow model includes high academic standards, significant parent, community and civic involvement, and a focus on teaching students how to learn. It also includes significant investment in teacher training and support. Eugene Wade, LearnNow's Chairman and CEO, will become an Executive Vice President of Edison and will lead development teams specializing in major new urban clusters of schools. James Shelton, LearnNow's President, will serve as President of the LearnNow division of Edison. Started in 1999, LearnNow opened its first five schools in the fall of 2000: two in St. Paul, MN, two in Washington, DC, and one in Philadelphia, PA. In addition, LearnNow has a robust pipeline of new business opportunities, having been selected to manage three schools in Pennsylvania's Chester Upland School District (with a current enrollment of approximately 2,300 students) and having the authority through its current arrangements to serve up to approximately 10,000 students. LearnNow is an education management company dedicated to helping parents, educators and other community members from under-resourced communities establish and maintain high performing schools that focus on literacy, math, science, and technology. In collaboration with community-based organizations and educators, LearnNow prepares students to become successful college students and leaders in the 21st Century's "knowledge economy." Any statements in this press release about future expectations, plans and prospects for the Company, including statements about the potential financial impact of the acquisition, the number of schools and students expected to be served, potential operating efficiencies and other statements containing the words "believes," "anticipates," "plans," "expects," "will," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the acquisition is subject to closing conditions and there can be no assurance that those conditions will be satisfied and the acquisition actually completed, we may experience difficulties in integrating the personnel and operations of the acquisition, LearnNow may not succeed at executing expected management agreements, and the actual number of schools and students served by LearnNow and the revenues generated by LearnNow could be smaller as the result of a variety of factors similar to those we face in our business, which are discussed in our most recent quarterly report filed with the SEC. In addition, the forward-looking statements included in this press release represent the Company's estimates and views as of June 4, 2001. The Company disclaims any obligation to update these forward-looking statements in the future. Accordingly, these forward-looking statements should not be relied upon as representing the Company's estimates or views as of any date subsequent to June 4.
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