HONG KONG, Sept. 4, 2017 /PRNewswire/ -- Nord Anglia
Education, Inc. (NYSE: NORD) ("Nord Anglia Education" or the
"Company"), the world's leading premium schools organization, today
announced the completion on September 1,
2017 of the merger contemplated by the previously announced
agreement and plan of merger dated as of April 25, 2017 (the "Merger Agreement"), among
the Company, Bach Finance Limited ("Parent") and Bach Acquisitions
Limited ("Merger Sub"), a subsidiary of Parent. As a result of the
merger, the Company became a subsidiary of Parent and will cease to
be a publicly traded company.
In accordance with the terms of the Merger Agreement, which was
approved by the Company's shareholders at an extraordinary general
meeting held on August 21, 2017, each
outstanding ordinary share of the Company (the "Shares") has been
cancelled in exchange for the right to receive US$32.50 per Share in cash, without interest and
net of any applicable withholding taxes, except for (i) Shares held
by Premier Education Holdings Ltd ("Premier Education") or any
transferee of Premier Education, (ii) Shares held by Parent, the
Company or any of their subsidiaries, and (iii) Shares held by
shareholders who have validly exercised and have not effectively
withdrawn or lost their dissenters' rights under the Companies Law
(2016 Revision) of the Cayman
Islands (the "Dissenting Shares"). Under the terms of a
share sale and support agreement between Parent and Premier
Education, Premier Education sold its Shares to Parent on the
closing date for US$32.50 per Share,
after which such Shares were cancelled for no consideration in the
merger. Shares held by Parent, the Company or their subsidiaries
were cancelled for no consideration in the merger. The Dissenting
Shares were cancelled and, if they elect to continue with their
dissent, former holders thereof will be entitled to receive the
fair value of the Dissenting Shares held by them determined in
accordance with Section 238 of the Companies Law (2016 Revision) of
the Cayman Islands.
Former registered shareholders entitled to the merger
consideration will receive a letter of transmittal and instructions
on how to surrender their Shares in exchange for the merger
consideration.
The Company also announced today that it requested that trading
of its Shares on the New York Stock Exchange (the "NYSE") be
suspended before the market opens on September 5, 2017 (New
York time). The Company requested that the NYSE file a Form
25 with the Securities and Exchange Commission (the "SEC")
notifying the SEC of the delisting of its Shares on the NYSE and
the deregistration of the Company's registered securities. The
Company intends to terminate its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing a Form 15
with the SEC. The Company's obligation to file reports with the
SEC, including reports on Form 20-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will terminate
when the deregistration becomes effective.
Forward-Looking Statements
This press release contains forward-looking statements that can
be identified by terminology such as "if," "will," "expect," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. 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 does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
About Nord Anglia Education, Inc.
Nord Anglia Education (NYSE: NORD) is the world's leading
premium schools organization. Our 46 international schools are
located in China, Europe, the Middle
East, Southeast Asia and
the Americas. Together, they educate more than 39,000 students from
kindergarten through to the end of secondary education. We are
driven by one unifying philosophy - we are ambitious of our
students, our people and our family of schools. Our schools deliver
a high quality education through a personalized approach enhanced
with unique global opportunities to enable every student to
succeed. We primarily operate in geographic markets with high
foreign direct investment, large expatriate populations and rising
disposable income. We believe that these factors contribute to high
demand for premium schools and strong growth in our business. Nord
Anglia Education is headquartered in Hong Kong SAR, China. Our website is
www.nordangliaeducation.com.
For further information, please contact:
Investors:
Vanessa
Cardonnel
Corporate Finance and Investor Relations Director – Nord Anglia
Education
Tel: +852 3951 1130
Email: vanessa.cardonnel@nordanglia.com
Media:
Brunswick Group
Tripp Kyle / Patricia Graue
Tel: +1 212 333 3810
Email: nordanglia@brunswickgroup.com
Sarah Doyle
Head of Brand – Nord Anglia Education
Tel: +852 3951 1144
Email: sarah.doyle@nordanglia.com
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SOURCE Nord Anglia Education, Inc.