SoftKey

SoftKey International was a publisher and distributor of CD-ROM based personal computer software for Windows and Macintosh computers during the late 1980s and 1990s. The brand appears to have been acquired by The Learning Company at some point in the later 1990s.

SoftKey International Inc. is ranked as one of the world's largest consumer software publishers in the 1995 Soft-Letter 100. SoftKey develops, publishes and markets over 300 consumer software titles targeted at the home user in the edutainment, lifestyle and productivity categories. SoftKey's product offerings include popular titles such as Calendar Creator, BodyWorks 4.0, The American Heritage Talking Dictionary, Sports Illustrated Swimsuit Calendar, MPC Wizard, KeyCAD Complete, Mosby's Medical Encyclopedia, Time Almanac and the Platinum CD-ROM jewel case, KeyKids and CD-ROM Power Pack lines. SoftKey products are sold in more than 19,000 stores in over 40 countries in the retail, direct mail and OEM sales channels.

Titles

• BodyWorks
• Sports Illustrated Swimsuit Calendar Software

The Learning Company and Softkey Sign Definitive Merger Agreement

Fremont, CA and Cambridge, MA -- December 7, 1995 -- The Learning Company (NASDAQ: LRNG) and SoftKey International Inc. (NASDAQ: SKEY) today announced that The Learning Company and SoftKey have signed a definitive merger agreement and that The Learning Company has terminated its merger agreement with Broderbund Software, Inc. (NASDAQ: BROD).

Under terms of the agreement, SoftKey's wholly owned subsidiary, Kidsco Inc., will offer to purchase approximately 8.28 million shares of The Learning Company for $67.50 per share in cash. These shares represent all of The Learning Company shares outstanding, including vested stock options, as of December 6, 1995. Approximately 1.1 million unvested Learning Company options will be converted into SoftKey options based on an exchange ratio. The transaction will have a total value of approximately $606 million, consisting of $558 million in cash for all of the outstanding common stock, including vested options, and an additional net consideration of $48 million in common stock for the currently unvested employee stock options.

"We are very excited about the combination of The Learning Company and SoftKey," said Michael Perik, SoftKey's Chairman and Chief Executive Officer. "The combined company -- including Minnesota Educational Computing Corporation and Compton's -- will be the largest educational software company in the world, with a broad selection of high-quality titles and a distribution system in retail, OEM, international and direct response unmatched by any competitor. High-quality software at affordable prices is the future of the consumer software market, and our proven strategy of brand line extension will provide a full range of exceptional educational software for parents, teachers and the home audience worldwide."

"There will be tremendous opportunities for The Learning Company developers and creative talent at SoftKey, as the largest developer and publisher of educational software," said Kevin O'Leary, SoftKey's President. "We expect to strengthen our research and development and creative marketing programs in the combined company and continue to produce the world-class products The Learning Company is so well known for. This development powerhouse will allow us to create unmatched affordable software for children of all ages."

Bill Dinsmore, President and Chief Executive Officer of The Learning Company, said, "Our Board of Directors unanimously concluded that the revised SoftKey merger terms are clearly in the best interests of The Learning Company's stockholders. At $67.50 per share in cash, this transaction represents a substantial premium over The Learning Company's stock price prior to the July 31, 1995 announcement of the original merger agreement with Broderbund. We look forward to a rapid completion of the transaction and to working with SoftKey to ensure the smoothest transition possible."

On November 30, 1995, Tribune Company agreed to become a strategic investment partner with SoftKey, in the event SoftKey acquired a majority of the common stock of The Learning Company. Tribune also will merge Compton's, a Tribune information software company, into SoftKey. Robert D. Bosau, Tribune NewMedia/Education executive vice president, said, "Tribune's strategies of aggressive growth in supplemental education and new media will take a giant step forward as we become SoftKey's largest shareholder. We are enthusiastic about our partnership and look forward to helping to build the world's leading educational software company."

The Learning Company and SoftKey said that The Learning Company shareholder meeting related to the proposed Broderbund merger that had been set for December 11 has been canceled, as has the special shareholder meeting that had been set for January 8. All related litigation among The Learning Company, SoftKey, Broderbund and the Tribune Company will be withdrawn.