BEIJING, Sept. 18, 2013 /PRNewswire/ -- ChinaEdu
Corporation ("CEDU") ("ChinaEdu" or the "Company"), a leading
online educational services provider in China, today announced the adoption of a
shareholder rights plan (the "Rights Plan"). The objectives
of the Rights Plan are to ensure that all shareholders of the
Company are treated equally and fairly in connection with any
take-over bid for the Company. The Rights Plan is intended to
protect the Company and its shareholders from efforts to obtain
control of the Company that are inconsistent with the best
interests of the Company and its shareholders.
Under the Rights Plan, each shareholder, at the close of
business on September 17, 2013, will
receive a dividend distribution of one right for each ordinary
share held. Each right entitles shareholders to purchase one
one-hundredth of a share of a new series of junior participating
preferred stock in certain circumstances at a price of $20.00 per one one-hundredth of a share of the
junior participating preferred stock. The rights will become
exercisable in the event that any person or group without prior
approval of the Special Committee of the Board of Directors
established on July 11, 2013 (the
"Special Committee") so long as the Special Committee is in
existence and, thereafter the Board of Directors, acquires 20% or
more of the Company's ordinary shares or announces a tender offer
which, if consummated, results in the ownership of 20% or more of
the Company's ordinary shares (or in the event a person or group
that currently holds 20% or more of the Company's ordinary shares
acquires additional shares that would increase such person or
group's beneficial ownership by 0.5% or more of the ordinary shares
outstanding at the time). If the rights become exercisable,
all rights holders (other than the person triggering the rights)
will be entitled to acquire the Company's ordinary shares at a 50%
discount. In addition, at any time after the applicable
position is acquired and prior to the acquisition by any person or
group of 50% or more of the Company's outstanding ordinary shares,
the Company's Special Committee so long as the Special Committee is
in existence and, there after the Board of Directors may, at its
option, require each outstanding right (other than rights held by
the acquiring person or group) to be exchanged for one ordinary
share (or one ordinary share equivalent). The Rights Plan
will expire on September 17,
2014.
The rights will trade with ChinaEdu's ordinary shares, unless
and until they are separated upon the occurrence of certain future
events. The Special Committee so long as the Special
committee is in existence and, thereafter the Board of Directors
may redeem the rights prior to the time the rights are triggered.
Further details of the Rights Plan will be contained in a Form 6-K
to be filed with the Securities and Exchange Commission.
About ChinaEdu
ChinaEdu Corporation is an educational services provider in
China, incorporated as an exempted
limited liability company in the Cayman
Islands. Established in 1999, the Company's primary business
is to provide comprehensive services to the online degree programs
of leading Chinese universities. These services include academic
program development, technology services, enrollment marketing,
student support services and finance operations. The Company's
other lines of businesses include the operation of private primary
and secondary schools, online interactive tutoring services and
providing marketing, support for international and elite curriculum
programs and online learning community for adult students.
The Company believes it is the largest service provider to
online degree programs in China in
terms of the number of higher education institutions that are
served and the number of student enrollments supported. The Company
currently has entered into collaborative alliances with 13
universities, ranging from 15 to 50 years in length. The Company
has also entered into technology agreements with 8 universities.
Besides, ChinaEdu performs recruiting services for 23 universities
through a nationwide learning center network.
Safe Harbor Statement
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including certain plans, expectations, goals, and
projections, which are subject to numerous assumptions, risks, and
uncertainties. Forward-looking statements involve known and unknown
risks, uncertainties and contingencies, many of which are beyond
our control which may cause actual results, levels of activity,
performance or achievements to differ materially from any future
results, levels of activity, performance or achievements expressed
or implied by such forward-looking statements. The Company's actual
results could differ materially from those contained in the
forward-looking statements due to a number of factors, including
those described under the heading "Risk Factors" in the Company's
Annual Report on Form 20-F for the year ended December 31, 2012, and in documents subsequently
filed by the Company from time to time with the Securities and
Exchange Commission. Unless required by law, the Company undertakes
no obligation to (and expressly disclaim any such obligation to)
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
For investor and media inquiries, please contact:
Helen Plummer
Senior Investor Relations Coordinator
ChinaEdu Corporation
Phone: +1 908-442-9395
E-mail: helen@chinaedu.net
Simon Mei
Chief Financial Officer
ChinaEdu Corporation
Phone: +86 10 8418-7301
E-mail: simon@chinaedu.net
SOURCE ChinaEdu Corporation