BEIJING, March 18, 2014 /PRNewswire/ -- ChinaEdu
Corporation (NASDAQ: CEDU) (the "Company"), a leading online
educational services provider in China, today announced that it filed a
definitive proxy statement with the U.S. Securities and Exchange
Commission ("SEC") in connection with an extraordinary general
meeting of shareholders (the "EGM") to be held on April 18, 2014 to consider and vote on, among
others, the proposal to authorize and approve the previously
announced Agreement and Plan of Merger, dated December 31, 2013 (the "Merger Agreement"), among
the Company, ChinaEdu Holdings Limited and ChinaEdu Merger Sub
Limited ("Merger Sub") and the plan of merger required to be filed
with the Registrar of Companies of the Cayman Islands, substantially in the form
attached as Appendix I to the Merger Agreement (the "Plan of
Merger") and the transactions contemplated thereby, including the
Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation. If completed,
the Merger would result in the Company becoming a privately-held
company and its American depositary shares (the "ADSs") would no
longer be listed on NASDAQ and the American depositary shares
program for the ADSs would be terminated. The Company's board of
directors recommends that the shareholders and ADS holders vote
FOR, among others, the proposal to approve the Merger Agreement,
the Plan of Merger and the transactions completed thereby,
including the Merger.
You are entitled to vote at the EGM if you own ordinary shares
("Shares") as of the close of business in the Cayman Islands on March
31, 2014, the Share record date. If you own Shares at the
close of business in the Cayman
Islands on the Share record date, the deadline for you to
lodge your proxy card and vote is April 17,
2014 at 5:00 p.m. (Beijing time). If you own ADSs, you cannot
attend or vote at the EGM directly, but you may instruct The Bank
of New York Mellon ("BONY"), as the holder of the Shares underlying
the ADSs, how to vote the Shares underlying your ADSs. BONY must
receive such instructions no later than 5:00
p.m. (New York City time)
on April 15, 2014 in order to vote
the underlying Shares at the EGM. Alternatively, you may attend and
vote directly at the EGM if you surrender your ADSs to BONY, pay
the ADS cancellation fees required for such surrender, provide
instructions for the registration of the corresponding Shares, and
certify that you have not given, and will not give, voting
instructions as to the ADSs before the close of business in
New York City on March 26, 2014, and become a holder of Shares by
the close of business in the Cayman
Islands on March 31, 2014, the
Share record date. In addition, if you hold your ADSs through a
broker, bank or nominee, you must rely on the procedures of the
financial intermediary through which you hold your ADSs if you wish
to vote at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the Transaction Statement on Schedule
13E-3 and the proxy statement attached as Exhibit (a)-(1) thereto,
as amended, filed with the SEC, which can be obtained from the
SEC's website (www.sec.gov). 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 PROPOSED MERGER AND RELATED MATTERS.
This announcement is neither a solicitation of a 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 have been or will be made with the SEC. Shareholders who have
questions about the proposed Merger should contact MacKenzie
Partners, Inc. at (800) 322-2885 (toll-free in North America) or +1-212-929-5500
(collect).
About ChinaEduCorporation
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