BEIJING, Oct. 30, 2015 /PRNewswire/ -- Xueda Education
Group (the "Company" or "Xueda") (NYSE: XUE) announced today that
it has called an extraordinary general meeting of shareholders (the
"EGM"), to be held on December 16,
2015 at 10:00 a.m. (Hong Kong
Time). The meeting will be held at A-4 Xibahe Beili, Chaoyang
District, Beijing 100028,
People's Republic of China, to
consider and vote on, among other things, a proposal to authorize
and approve the previously announced agreement and plan of merger
(the "merger agreement") dated July 26,
2015 by and among the Company, Xiamen Insight Investment
Co., Ltd. ("Xiamen Insight"), and Xueda Acquisition Limited
("Merger Sub"), the plan of merger required to be filed with the
Registrar of Companies of the Cayman
Islands (the "plan of merger") and the transactions
contemplated by the merger agreement, including the merger (the
"merger").
Pursuant to the merger agreement and the plan of merger, Merger
Sub, a Cayman Islands exempted
company wholly-owned by Xiamen Insight and formed solely for
purposes of the merger, will be merged with and into the Company,
with the Company continuing as the surviving company after the
merger. If completed, the merger will result in the Company
becoming a privately held company. Xueda's American
depositary shares ("ADSs") will no longer be listed on the New York
Stock Exchange, and the American depositary shares program for
Xueda's ADSs will terminate. In addition, Xueda's ADSs and
Xueda shares represented by the ADSs will cease to be registered
under Section 12 of the Securities Exchange Act of 1934.
The Company's board of directors, acting upon the unanimous
recommendation of the independent committee of the board of
directors comprised of directors unaffiliated with Xiamen Insight
or Merger Sub, authorized and approved the merger agreement, the
plan of merger and the transactions contemplated thereby, including
the merger, and recommends that the Company's shareholders and ADS
holders vote FOR, among other things, the proposal to authorize and
approve the merger agreement, the plan of merger and the
transactions contemplated thereby, including the merger.
Shareholders of record as of the close of business in the
Cayman Islands on November 23, 2015 will be entitled to vote at the
EGM. ADS holders as of the close of business in New York City on November 9, 2015 will be entitled to instruct
Citibank, N.A., the ADS depositary, to vote the shares represented
by the ADSs 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,
filed with the Securities and Exchange Commission ("SEC"), which
can be obtained from the SEC's website (http://www.sec.gov).
In addition, the Company's proxy materials (including the proxy
statement) will be mailed to shareholders and ADS holders.
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
TRANSACTION AND RELATED MATTERS.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
About Xueda Education Group
Xueda Education Group ("Xueda") is a leading national provider
of personalized tutoring services for primary and secondary school
students in China. For more
information about Xueda, please visit http://ir.xueda.com.
Forward-looking Statements
All statements included in this press release, other than
statements or characterizations of historical fact, are
forward-looking statements within the meaning of 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 are based on our current expectations,
market and operating conditions, estimates and projections about
our industry, management's beliefs, and certain assumptions made by
us, all of which are subject to change. Forward-looking statements
can often be identified by words such as "anticipates," "expects,"
"intends," "plans," "predicts," "believes," "seeks," "estimates,"
"may," "will," "should," "would," "could," "potential," "continue,"
"ongoing," "targets" and similar expressions, and variations or
negatives of these words. These forward-looking statements are not
guarantees of future results and are subject to risks and
uncertainties beyond our control, which could cause our actual
results to differ materially and adversely from those expressed in
any forward-looking statement. Further information regarding these
and other risks, uncertainties or factors is included in our
filings with the U.S. Securities and Exchange Commission. We do not
undertake any obligation to update any forward-looking statement as
a result of new information, future events or otherwise, except as
required under applicable law.
Contact:
Xueda Education Group
Ross Warner
Tel: +86-10-6427-8899 ext. 6619
Email: investor_relations@xueda.com
Asia Bridge Capital Limited
Wendy Sun
Tel: +86-10-8556-9033 (China)
+1-888-550-8392 (U.S.)
Email: wendy.sun@asiabridgegroup.com
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SOURCE Xueda Education Group