Project: Acquisition of Soliloquy Learning by Scientific Learning, from JTT Holdings

Role: Advised the Shareholders of JTT Holdings Inc.

2008

Quayle Munro advises seller on $11m sale of Soliloquy Learning to Scientific Learning

• Soliloquy is a leading reading teacher in the $3bn US market 
• Builds on a successful year for van Tulleken advising on 11 deals across the US & Europe

January 2008:


Quayle Munro, leading international corporate finance advisers in media, information and technology, is pleased to announce it has advised JTT Holdings, Inc., the owner of Soliloquy Learning (“Soliloquy”), the reading and language technology company, on its sale of Soliloquy to Nasdaq-listed Scientific Learning (“SCIL”), the educational software company.  Quayle Munro acted as sole advisor to JTT Holdings regarding its strategic options for the Soliloquy business, and led the negotiations and execution of the transaction on its behalf.

Scientific Learning paid approximately $11.0 million in cash for Soliloquy in the acquisition, which closed on January 7, 2008.  In 2006, Soliloquy generated estimated sales of $2.5 million and used approximately $1.7 million in cash.

Soliloquy’s flagship product is Soliloquy Reading Assistant™, which acts as a personal reading tutor. This software tool combines advanced speech recognition technology with scientifically-based interventions to help elementary and secondary students strengthen their reading fluency, vocabulary and comprehension towards becoming proficient, life-long readers - www.soliloquylearning.com

Robin Warner, Quayle Munro, said:
 “Soliloquy Learning’s outstanding speech recognition technology and creative team have found the perfect  home with Scientific Learning.  The combination of SL’s marketing expertise and Soliloquy’s market- leading technology will create a powerful new dynamic in educational software.  We are delighted to have  advised the shareholders of Soliloquy on this significant strategic step for their continued growth.”

Joe Costello, CEO and Founder of Soliloquy Learning, said:
 "Soliloquy Learning and Scientific Learning make a fabulous combination, with complementary products  and technologies, and a common vision for how technology can make a huge positive impact on the  education of our children.  Our Reading Assistant customers will continue to get this great product, but now  backed by a company with greater financial, technical and support resources.  With Scientific Learning's  strong sales and market organization, unique in the industry, Soliloquy will be far closer to achieving its  dream of making Reading Assistant available to all learning readers in our schools."

Robert C. Bowen, Chief Executive Officer and Chairman of Scientific Learning, said:
 “The acquisition of the Reading Assistant product line will bring a significant opportunity for us to combine  speech verification technology with reading and neuroscience research. This unique innovation effectively  addresses the difficult issue of providing every student with rigorous and consistent fluency training.   Reading Assistant broadens our brain-based solutions and will give our growing direct sales  organization increased access to the $3 billion mainstream reading market.”