BEIJING, Dec. 31, 2013 /PRNewswire/ -- ChinaEdu
Corporation (NASDAQ: CEDU) (the "Company"), a leading online
educational services provider in China, today announced that the Company has
entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement") with ChinaEdu Holdings Limited ("Holdings") and
ChinaEdu Merger Sub Limited ("Merger Sub"), pursuant to which
Holdings will acquire the Company for US$2.33 per ordinary share or US$7.00 per American Depositary Share ("ADS),
each representing three (3) ordinary shares. This represents a
19.9% premium over the closing price of $5.84 per ADS as quoted by NASDAQ on June 19, 2013, the last trading day prior to the
Company's announcement on June 20,
2013 that it had received a "going private" proposal, and a
premium of approximately 22% to the volume weighted average price
of the Company's ADSs for the last 180 trading days.
Pursuant to the Merger Agreement and subject to the satisfaction
or waiver of its terms and conditions, Merger Sub, which is
wholly-owned by Holdings, will be merged with and into the Company,
with the Company continuing as the surviving corporation and a
wholly-owned subsidiary of Holdings (the "Merger"). In connection
with and at the effective time of the Merger, all of the Company's
ordinary shares issued and outstanding immediately prior to the
effective time of the Merger (including ordinary shares represented
by ADSs) will be canceled and converted into and exchanged for the
right to receive US$2.33 per ordinary
share or US$7.00 per ADS, in each
case, in cash and without interest and net of any applicable
withholding taxes, except for (a) all ordinary shares owned
immediately prior to the effective time of the Merger by
Shawn Ding, Moral Known Industrial
Limited, Julia Huang, South Lead
Technology Limited, GegengTana, Mei Yixin, Pan Zhixin, Ellen Huang, InterVision Technology Ltd., MLP
Holdings Limited, New Value Technology Limited, LingyuanFurong
Investment Mgmt Co., Ltd., McGraw-Hill Global Education
Intermediate Holdings, LLC, Weblearning Company Limited and
Guo Young (the "Rollover
Shareholders"), which are subject to a contribution agreement
whereby such shareholders have agreed to contribute such shares
(except, in the case of McGraw-Hill Global Education Intermediate
Holdings, LLC ("McGraw-Hill"),
limited to 3,377,336 ordinary shares held by it) (the "Rollover
Shares") to Holdings, which contributed Rollover Shares will, in
accordance with the contribution agreement, be exchanged for the
right to subscribe for the ordinary shares of Holdings, (b)
ordinary shares and ADSs beneficially owned immediately prior to
the effective time of the Merger by the Company as treasury shares,
held in brokerage accounts in the Company's name, or issued to The
Bank of New York and reserved for
future grants under the Company's 2010 Equity Incentive Plan (the
"Company Plan"), and (c) ordinary shares owned by shareholders who
have validly exercised and perfected and not effectively withdrawn
or lost their appraisal or other rights pursuant to Section 238 of
the Cayman Companies Law, as amended, which will be cancelled and
will entitle the former holders thereof to receive the appraised
value thereon in accordance with such holder's appraisal rights
under the Cayman Companies Law.
At the effective time of the Merger, each option to purchase
ordinary shares (each, a "Company Option") granted pursuant to the
Company Plan that is then outstanding and unexercised, whether or
not vested, shall be cancelled and converted into and exchanged for
an option to acquire one fully paid and non-assessable ordinary
share of Holdings (each, a "Holdings Option"). Each Holdings Option
shall have an exercise or purchase price equal to the exercise or
purchase price of the corresponding Company Option. Each Holdings
Option shall otherwise retain the same grant date, the same vesting
or exercise schedule, the same term and expiration date and
substantially the same other material terms and conditions as each
Company Option.
At the effective time of the Merger, each restricted stock unit
granted pursuant to the Company Plan (each, a "Company RSU") shall
be cancelled and converted into and exchanged for a restricted
stock unit of Holdings (each, a "Holdings RSU"). Each Holdings RSU
shall be subject to the same material terms and conditions as each
Company RSU.
Holdings and Merger Sub are all newly-formed Cayman Islands exempted companies with limited
liability. The Rollover Shareholders collectively beneficially own
approximately 56.9% of the outstanding ordinary shares of the
Company (excluding 1,392,000 ordinary shares owned by McGraw-Hill that will be cashed out at the
effective time of the Merger and outstanding options and RSUs of
the Company). Immediately after the completion of the Merger,
Holdings will be beneficially owned by the Rollover Shareholders.
Holdings and Merger Sub intend to fund the Merger consideration
through proceeds from a committed loan facility from China
Merchants Bank Co. Ltd., Hong Kong
Branch.
The Company's board of directors, acting upon the unanimous
recommendation of the independent committee ("Independent
Committee") formed by the board of directors, approved the Merger
Agreement and the Merger and resolved to recommend that the
Company's shareholders vote to authorize and approve the Merger
Agreement and the Merger. The Independent Committee, which is
composed solely of directors of the Company who are unaffiliated
with any of Holdings, Merger Sub, the Rollover Shareholders or any
of the management members of the Company, exclusively negotiated
the terms of the Merger Agreement with the assistance of its
financial and legal advisors.
The Merger, which is currently expected to close during the
first or second quarter of 2014, is subject to customary closing
conditions as well as the approval by an affirmative vote of (i)
shareholders representing two-thirds or more of the ordinary shares
present and voting in person or by proxy as a single class at the
extraordinary general meeting, and (ii) shareholders (other than
the Rollover Shareholders) representing a majority of the
outstanding ordinary shares (excluding the ordinary shares held by
the Rollover Shareholders) present and voting in person or by proxy
as a single class at the extraordinary general meeting.
Concurrently with the execution of the Merger Agreement, the
Rollover Shareholders have entered into a voting agreement with
Holdings and the Company whereby they have agreed, among other
things, to vote in favor of approval of the Merger Agreement and
Merger. This represents voting commitments from shareholders
beneficially owning approximately 61.6% of the Company's
outstanding ordinary shares (excluding outstanding options and RSUs
of the Company). If completed, the Merger will result in the
Company becoming a privately-held company and its ADSs will no
longer be listed on the NASDAQ.
HoulihanLokey (China) Limited
is serving as financial advisor to the Independent Committee. Ropes
& Gray LLP is serving as U.S. legal advisor to the Independent
Committee and Maples and Calder is serving as Cayman Islands legal advisor to the
Independent Committee.
Loeb & Loeb LLP is serving as U.S. legal advisor to the
Rollover Shareholders and the Company. Walkers is serving as
Cayman Islands legal advisor to
the Rollover Shareholders.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the proposed
transactions described in this announcement, which will include the
Merger Agreement related to the Merger. All parties desiring
details regarding the Merger are urged to review these documents,
which will be available at the SEC's website
(http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the Merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement. These
documents will be filed with or furnished to the SEC. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE TRANSACTION AND RELATED MATTERS.
In addition to receiving the proxy statement and Schedule 13E-3
transaction statement by mail, shareholders also will be able to
obtain these documents, as well as other filings containing
information about the Company, the Merger and related matters,
without charge, from the SEC's website (http://www.sec.gov) or at
the SEC's public reference room at 100 F Street, NE, Room 1580,
Washington, D.C. 20549. In
addition, these documents can be obtained, without charge, by
contacting the Company at the following address and/or phone
number:
ChinaEdu Corporation
4th Floor-A, GeHua Building,
QinglongHutong No 1, Dongcheng District
Beijing 100007, People's Republic of China
Phone: +86 10 8418-7301
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the transaction. Information regarding
the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the
transaction when it is filed with the SEC. Information
regarding certain of these persons and their beneficial ownership
of the Company's ordinary shares is also set forth in the Company's
Form 20-F, which was filed with the SEC on April 25, 2013.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
with the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the transaction proceed.
About ChinaEdu Corporation
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: Forward-Looking Statements
Certain statements contained in this announcement may be viewed
as "forward-looking statements" within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended,
and Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and as defined in the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: uncertainties as to how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the possibility
that debt financing may not be available; the possibility that
various closing conditions for the transaction may not be satisfied
or waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. These forward-looking statements reflect the Company's
expectations as of the date of this press release. You should not
rely upon these forward-looking statements as predictions of future
events. The Company undertakes no ongoing obligation, other than
that imposed by law, to update these statements.
For further information, 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