The Aristotle Corporation (NASDAQ: ARTL; ARTLP) announced today that its Board of Directors had established a Special Committee of the Board of Directors to evaluate the previously announced offer by Geneve Corporation to acquire in a merger transaction (i) the outstanding shares of Aristotle's Common Stock not owned by Geneve for a cash purchase price of $8.06 per share and (ii) all of the outstanding shares of Aristotle's Series I Preferred Stock for a cash price of $8.25 per share plus accrued and unpaid dividends to the closing date. The Special Committee, which is comprised of Aristotle's four independent directors, is authorized to act on behalf of the Board of Directors solely with respect to the Geneve proposal. The Special Committee will proceed in an orderly and timely manner to review Geneve's proposal and respond to Geneve. About Aristotle The Aristotle Corporation, founded in 1986, and headquartered in Stamford, CT, is a leading manufacturer and global distributor of educational, health, medical technology and agricultural products. A selection of over 80,000 items is offered, primarily through more than 45 separate catalogs carrying the brand of Nasco (founded in 1941), as well as those bearing the brands of Life/Form(R), Whirl-Pak(R), Simulaids, Triarco, Spectrum Educational Supplies, Hubbard Scientific, Scott Resources, Haan Crafts, To-Sew, CPR Prompt(R), Ginsberg Scientific and Summit Learning. Products include educational materials and supplies for substantially all K-12 curricula, molded plastics, biological materials, health care products and items for the agricultural, senior care and food industries. In addition, Aristotle offers medical simulators and manikins used for training in cardiopulmonary resuscitation and the fire and emergency rescue and patient care fields. Aristotle has approximately 850 full-time employees at its operations in Fort Atkinson, WI, Modesto, CA, Fort Collins, CO, Plymouth, MN, Saugerties, NY, Chippewa Falls, WI, Otterbein, IN and Newmarket, Ontario, Canada. There are approximately 17.2 million shares outstanding of Aristotle common stock (NASDAQ: ARTL) and approximately 1.1 million shares outstanding of 11%, cumulative, convertible, voting, Series I preferred stock (NASDAQ: ARTLP); there are also approximately 11.0 million shares outstanding of 12%, cumulative, non-convertible, non-voting shares of Series J preferred stock with a stated value of $65.8 million. Aristotle has about 4,000 stockholders of record. Further information about Aristotle can be obtained on its website, at www.aristotlecorp.net. Safe Harbor under the Private Securities Litigation Reform Act of 1995 The statements in this release regarding Geneve's proposal involve a number of uncertainties and there can be no assurances that the proposed transaction or any other transaction will be approved or completed.
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