Global Education & Technology Group Limited (Nasdaq:GEDU)
("GEDU", or the "Company"), a leading provider of educational
courses and test preparation services in the People's Republic of
China (the "PRC") for students who are working towards
internationally-recognized English language assessments, today
announced that it has entered into a definitive agreement and plan
of merger with Pearson plc ("Pearson"), a global media and
education company headquartered in London, United Kingdom, and a
wholly owned indirect subsidiary of Pearson, pursuant to which
Pearson would acquire all of the outstanding shares of the Company
for a total value of approximately $294 million.
The Company's Board of Directors has approved the merger
agreement with Pearson and recommends that the Company's
shareholders vote to adopt the merger agreement. Under the terms of
the merger agreement, each ordinary share of the Company (including
shares represented by American Depositary Shares ("ADSs"), each of
which represents four ordinary shares) issued and outstanding
immediately prior to the effective time of the merger will be
cancelled in exchange for the right to receive $2.7515 per ordinary
share (or $11.006 per ADS) in cash without interest, except for the
ordinary shares held by the Company as treasury shares which will
be cancelled without receiving any consideration. The offer
represents a 105% premium over the closing price as quoted by
Bloomberg L.P. on November 18, 2011 and a 214% premium over the
30-day average price as quoted by Bloomberg L.P. on November 18,
2011, the last trading day prior to this announcement.
"We believe that this transaction presents a unique and very
attractive opportunity for us to fulfill our commitment to maximize
value for the Company's shareholders," said Yongqi Zhang, the chief
executive officer and a director of the Company. "We also believe
the Pearson group is an ideal home for our employees and customers
and that Pearson's global platform and aim of progress through
learning will contribute greatly in growing the Company's business
of helping students in China pass internationally recognized
assessments that will help them fulfill their ambitions."
The merger contemplated by the merger agreement, which is
currently expected to close before the end of the fourth quarter
2011, is subject to the adoption of the merger agreement by an
affirmative vote of shareholders in accordance with Cayman Islands
law, as well as certain other customary closing conditions. A
special meeting of GEDU's shareholders will be held as soon as
practicable after the filing of a definitive proxy statement with
the U.S. Securities and Exchange Commission (the "SEC") and
subsequent mailing of the proxy statement to shareholders. Mr.
Zhang, together with Xiaodong Zhang, the chairman of the Company's
board of directors, and certain shareholder parties related to or
affiliated with them, which collectively hold approximately 42.9%
of the Company's outstanding shares, have entered into a voting
agreement with Pearson under which those shareholders have agreed
to vote their shares in favor of the merger agreement. In
addition, SB Asia Investment Fund II L.P., a Cayman Islands limited
partnership and a major shareholder of the Company, holding
approximately 26.7% of the Company's outstanding shares, has also
entered into a voting agreement with Pearson under which it has
agreed to vote its shares in favor of the merger agreement. If
completed, the merger will, under Cayman Islands laws, result in
the Company becoming a privately-held company and its ADSs would no
longer be listed on the Nasdaq Global Select Market.
Credit Suisse Securities (USA) LLC is serving as exclusive
financial advisor to the Company, O'Melveny & Myers LLP is
serving as legal advisor to the Company and Conyers Dill &
Pearman is serving as the Company's Cayman Islands legal advisor.
Morgan, Lewis & Bockius LLP is serving as legal advisor to
Pearson, TransAsia Lawyers is serving as special PRC legal advisor
to Pearson and Maples and Calder is serving as Cayman Islands legal
advisor to Pearson.
2011 Annual Meeting of Stockholders
In light of today's announcement, the Company intends to adjourn
its 2011 Annual Meeting, scheduled for Monday, December 12, 2011,
until further notice.
Additional Information about the
Transaction
The Company will furnish to the SEC a report on Form 6-K
regarding the transaction, which will include the merger agreement
and related documents. All parties desiring details regarding the
transaction are urged to review these documents, which are
available at the SEC's website (http://www.sec.gov).
In connection with the proposed merger, the Company will prepare
and mail a proxy statement to its shareholders which will also 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 CAREFULLY WHEN
THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. In
addition to receiving the proxy statement by mail, shareholders
also will be able to obtain these documents, as well as other
filings containing information about the Company, the proposed
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:
Global Education & Technology
Group Limited |
9F Tower D, Beijing New Logo |
A18 Zhongguancun South Street,
Haidian District |
Fax: +86 10 8011-5555 |
E-mail: ir@gedu.org |
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 proposed merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
relating to the proposed merger when it is filed with the SEC.
Additional information regarding the interests of such potential
participants will be included in the proxy 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 proposed merger go
forward.
About Global Education & Technology Group
Limited
Global Education & Technology Group Ltd. (Nasdaq:GEDU) is a
leading provider of educational courses and test preparation
services in the PRC for students who are working towards
internationally-recognized English language assessments. Under its
"Global" brand, the Company also offers diversified services that
span a student's educational life cycle, including after-school
courses, overseas study consulting, and professional certification
test preparation. As of June 30, 2011, the Company's network
comprised 105 directly operated and 309 franchised learning centers
across China, as well as an online course delivery platform with
more than one million registered members. For more information,
please visit www.gedu.org.
About Pearson
Pearson is the world's leading learning company. Its major
businesses are: Pearson, the global leader in education, providing
print and digital learning materials and services used by millions
of students of all ages every year; The Financial Times Group,
which has an international network of business and financial
newspapers and online services that are read by millions of
business executives and investors every day; and Penguin Group,
which is one of the pre-eminent names in consumer publishing, with
an unrivalled range of fiction and non-fiction, bestsellers, and
classic titles. Through its books, newspapers and online products
and services, Pearson helps people of all ages to live and learn.
See www.pearson.com.
Safe Harbor Statements
This announcement contains forward-looking statements. These
statements constitute "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the 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 "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates" and similar statements.
Such statements involve certain risks and uncertainties that could
cause actual results to differ materially from those in the
forward-looking statements. Further information regarding these and
other risks is included in GEDU's filings with the U.S. Securities
and Exchange Commission, including its registration statement on
Form F-1 and annual reports on Form 20-F, as amended from time to
time. GEDU does not undertake any obligation to update any
forward-looking statement, except as required under applicable law,
and does not make any forecasts or projections and does not confirm
or adopt any forecasts or projections made by any other person.
CONTACT: Global Education & Technology Group Limited
Ms. Fay Zhang, VP
Phone: +86 10 6212 5800 - 615
E-mail: ir@gedu.org
ICR Inc.
Mr. Rob Koepp
Phone: +86-10-6583-7516 or +1-646-328-2550
E-mail: robert.koepp@icrinc.com
Global Education & Technology Grp. Ltd ADS (MM) (NASDAQ:GEDU)
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Global Education & Technology Grp. Ltd ADS (MM) (NASDAQ:GEDU)
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