Excelligence Learning Corporation Stockholders Approve Merger Agreement With Thoma Cressey Equity Partners Affiliates, ELC Holdings Corporation and ELC Acquisition Corporation

Business Wire, Nov 29, 2006

Excelligence Announces Consummation of the Merger

MONTEREY, Calif. -- Excelligence Learning Corporation (Pink Sheets:LRNS), a leader in developing, manufacturing and distributing educational products to the early childhood and elementary school markets, announced that its stockholders, at a special meeting held today, voted to approve the Agreement and Plan of Merger ("Merger Agreement") providing for ELC Acquisition Corporation, a wholly-owned subsidiary of ELC Holdings Corporation, an affiliate of Thoma Cressey Equity Partners ("Thoma Cressey"), to merge with and into Excelligence, with Excelligence remaining as the surviving entity (the "Merger"). Also today, shortly after the approval of the Merger Agreement by its stockholders, Excelligence announced the consummation of the Merger.

Today's events represent the culmination of the definitive merger agreement, which was entered into on July 19, 2006, and pursuant to which Thoma Cressey agreed to acquire Excelligence in a transaction valued at approximately $125.27 million. Ron Elliott, chief executive officer of Excelligence, said, "This transaction provides great value to our stockholders and represents an exciting new chapter for our company, our employees and our partners. Excelligence will continue to develop and provide quality educational products and programs for children from infancy to 12 years of age. We expect our current senior management team to remain in place and work closely with our new investors on continuing to grow our business. Thoma Cressey is a world-class partner that will add tremendous value as we continue to realize our full potential."

Carl Thoma, managing partner of Thoma Cressey, commented that, "Excelligence has built a terrific reputation and an exceptional platform for future growth. We are committed to enabling Excelligence as a privately held company to increase its ability to develop, manufacture and distribute educational products and supplies in cost effective ways that benefit its broad spectrum of customers. Thoma Cressey will work in partnership with Ron Elliott and the Excelligence management team to take advantage of growth opportunities and continue to build this business."

Excelligence's common stock will cease to trade over the counter on the pink sheets at market close today. Under the terms of the Merger Agreement, Excelligence stockholders are entitled to receive $13 per share in cash (other than (i) shares owned by Excelligence or ELC Holdings Corporation, including shares contributed by Mr. Elliott to ELC Holdings Corporation prior to the Merger, which were cancelled without any payment in the Merger and (ii) shares owned by any stockholders who were entitled to and properly exercised appraisal rights under Delaware law), without interest and less any applicable withholding taxes. As soon as practicable, a paying agent appointed by Thoma Cressey and Excelligence will mail a letter of transmittal and instructions to all Excelligence stockholders of record. The letter of transmittal and instructions will contain information on how to surrender Excelligence common stock in exchange for the merger consideration, without interest and less any applicable withholding taxes. Stockholders of record should be in receipt of the letter of transmittal before surrendering their shares.

About Excelligence Learning Corporation

Excelligence Learning Corporation is a developer, manufacturer and retailer of educational products which are sold to child care programs, preschools, elementary schools and consumers. Excelligence serves early childhood professionals, educators, and parents by providing quality educational products and programs for children from infancy to 12 years of age. With its proprietary product offerings, a multi-channel distribution strategy and extensive management expertise, Excelligence aims to foster children's early childhood and elementary education. Excelligence is composed of two business segments, Early Childhood and Elementary School. Through its Early Childhood segment, Excelligence develops, markets and sells educational products through multiple distribution channels primarily to early childhood professionals and, to a lesser extent, consumers. Through its Elementary School segment, Excelligence sells school supplies and other products specifically targeted for use by children in kindergarten through sixth grade to elementary schools, teachers and other education organizations. Those parties then resell the products either as a fundraising device for the benefit of a particular school, student program or other community organization, or as a service project to the school. Excelligence Learning Corporation's headquarters is in Monterey, California and its website is www.excelligencelearning.com.

About Thoma Cressey Equity Partners

Thoma Cressey Equity Partners is a leading private equity investment firm with more than 25 years of experience in building successful companies. The firm has invested in many industry sectors and currently specializes in the software, healthcare, business services and consumer products and services industries. Recognized nationally for pioneering the 'industry consolidation' or 'buy and build' strategy, Thoma Cressey identifies high-potential industry sectors to partner with successful companies and build industry leaders through organic growth, operational improvements and strategic acquisitions. Thoma Cressey currently manages approximately $2 billion in a series of private equity funds. For more information, please visit www.thomacressey.com.