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Home | About TU | Press | Riverdeep Signs Agreement to Acquire Teacher Universe

RiverdeepRiverdeep Group Plc Signs Definitive Agreement to Acquire Teacher Universe and become Preferred e-Learning Partner of Knowledge Universe, Inc.

•Significantly Enhances Riverdeep's Teacher Professional Development and Content Offerings
•Riverdeep and Knowledge Universe to Co-Promote Products and Solutions
•Knowledge Universe to Become a Riverdeep Shareholder


Dublin, Ireland/Cambridge, MA and Emeryville, CA - May 16, 2001 - Riverdeep Group plc (NASDAQ: RVDP), a leading on-line developer of K-12 interactive learning solutions today announced it has signed definitive agreements to acquire the assets of Teacher Universe, Inc., a leading provider of professional development and science curriculum resources to teachers and students in K-12 schools.

Teacher Universe is a wholly owned subsidiary of Knowledge Universe, Inc., a parent corporation for a diverse group of operating companies involved in education and technology training, testing, web-based broadcasting, health information and business services. This transaction is subject to customary contingencies and is expected to close within 30 days.

Under the terms of the agreement, Riverdeep has agreed to pay US$1 million in cash, assume certain liabilities and to issue approximately 500,000 new American Depository Shares (ADS) in exchange for substantially all of the assets of Teacher Universe. The terms of the agreement also contemplate an earn-out tied to the future issuance of additional Riverdeep ADSs based on future revenues to be generated by the acquired assets.

Teacher Universe is a leading provider of e-learning and classroom-based solutions for K-12 teacher professional development. The company's products include web-based and instructor-led courses focused on the assessment of technology skills, technology implementation and the integration of technology into K-12 curricula in addition to its flagship Galaxy Classroom platform, a comprehensive science curriculum for grades K-5. The assets will complement Riverdeep's comprehensive
e-learning solution, rounding out the existing courseware as well as significantly expanding Riverdeep's professional development capabilities. The acquisition will also provide Riverdeep with additional cross-selling opportunities into the Teacher Universe install base.

In addition, Riverdeep and Knowledge Universe have entered into a preferred partner relationship, whereby Knowledge Universe and Riverdeep will actively co-promote each other's products and solutions. This relationship will allow Riverdeep to leverage the breadth of opportunities presented by Knowledge Universe companies, covering the business-to-employee and consumer markets.

Barry O'Callaghan, Riverdeep's Chief Executive Officer, commented, "As we advance the move of instructional technology from the computer lab to the classroom, we recognize the requirement to provide the people who manage the classrooms, the teachers, with more effective management tools. The need to focus on the professional development market is reinforced by the Senate's recent approval of the Kennedy Bill to assign an additional US$6 billion for teacher training. The integration of the Teacher Universe assets into Riverdeep expands our comprehensive K-12 educational content library and professional development offering and makes Riverdeep the only "one-stop shop" serving large school districts' instructional technology needs."

Mr. O' Callaghan added, "Knowledge Universe has a profound understanding of education, both traditional practices as well as the areas where innovative new approaches are being embraced. The consummation of this relationship allows Riverdeep to scale our distribution operations, leveraging the strength and reputation of the Knowledge Universe companies in education and learning."

Michael Milken, Chairman of Knowledge Universe, commented, "Riverdeep has created a unique value proposition for the education market. The addition of the Teacher Universe assets will further strengthen Riverdeep's position as the industry leader."

Tom Kalinske, President of Knowledge Universe, added, "We are excited at the opportunity to have Knowledge Universe companies leverage and distribute the Riverdeep solution. We have chosen to partner with Riverdeep and become a shareholder because of their outstanding leadership in developing K-12 curriculum content in new and innovative ways."

About Riverdeep Group plc
Riverdeep Group plc provides highly motivating, dynamic, curriculum-based Internet and CD-ROM learning experiences for the K-12 market. Riverdeep's products feature interactive problem-solving approaches and real-world applications that contribute to the depth of conceptual understanding. The Company also offers extensive online tools; support and professional development offerings through Riverdeep.net, helping educators integrate technology with curriculum and to assess and improve student performance.

Riverdeep's science, math and language arts learning activities are correlated to national and state curriculum standards. These award-winning products including Riverdeep's Destination MATH, Science Explorer, Science Gateways, and Tangible MATH, are accessible through riverdeep.net and are available on CD-ROM for all major operating platforms. Recent additions to Riverdeep's product offerings include EdVantage's language arts courses and Edmark's early learning software.

Riverdeep was founded in 1995 and is jointly headquartered in Dublin, Ireland, and Cambridge, Massachusetts. For more information, write to Riverdeep Interactive Learning, 125 Cambridge Park Drive, Cambridge, Massachusetts, 02140; call toll free to 800-564-2587; visit www.riverdeep.net; or send a note to info@riverdeep.net.

About Teacher Universe (TU)
Teacher Universe helps individual teachers, schools and districts worldwide bring technology into the classroom. Teacher Universe provides instructional technology planning, teacher training and instructional tools, professional development opportunities and an Internet community specifically designed to support teachers. Through its GALAXY Classroom Curriculum and Training program, TU helps teachers enhance science and language arts programs for K-5 students with best practice teaching and learning methods and interactive video, computer and communications technologies.

About Knowledge Universe, Inc. (KU)
Knowledge Universe, founded in 1996, is the parent corporation for a diverse group of operating companies with a common theme of building human capital by helping individuals and businesses to realize their full potential. Knowledge Universe Learning Group (KULG) companies enhance the adventure of learning from birth through graduate school and include amongst others, LeapFrog, UNext, FamilyEdge and Knowledge Learning Corp. The range of KULG products and services includes interactive education products; early childhood education; distance learning and interactive -learning Web sites for children, their parents, grandparents and teachers. KU Business Group (KUBG) companies address areas such as workforce performance solutions, testing, web-based broadcasting, staffing and health information.

Safe Harbor Statement- Riverdeep Group plc
Except for historical information, matters discussed in this press release are forward-looking statements that involve risks and uncertainties, and actual results may be materially different. Factors that could cause actual results to differ include: failure to complete the Teacher Universe acquisition; failure to transition from a CD-ROM based delivery system to a subscription-based delivery system; lack of sponsorship; failure to enter into strategic partnerships or to integrate acquired businesses or assets; foreign exchange risks; lack of future additional financing; failure to maintain strong brand identity; decrease in federal and government funding for schools; unwillingness of teachers to incorporate our products and services into lesson plans; and infringement of our intellectual property rights, as well as other factors discussed under "Risk Factors" from time to time in the Company's SEC reports, including those in the Company's prospectus dated March 9, 2000 and the Company's fiscal 2000 Annual Report. The Company specifically disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

 

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