BEIJING, Oct. 5, 2020 /PRNewswire/ -- Ambow Education
Holding Ltd. ("Ambow" or the "Company") (NYSE American: AMBO), a
leading national provider of educational and career enhancement
services in China, today announced
the closing of its previously announced registered direct offering
of 1,507,538 ADSs (representing 3,015,076 of Class A Ordinary
Shares), at a purchase price of $3.98
per ADS, in a registered direct offering. Ambow also issued to the
investors registered warrants to purchase up to an aggregate amount
of 603,016 ADSs (representing 1,206,032 Class A ordinary
shares) for approximately $6,000,000
in gross proceeds.
FT Global Capital, Inc. acted as the exclusive placement agent
for the offering.
The warrants have a term of three years, are exercisable
immediately and have an exercise price of $4.68 per ADS. The warrants have a mandatory
forced conversion feature, such that if the VWAP of the ADS trades
above $9.36 for 20 consecutive days,
subject to customary equity conditions, the Company can force the
warrants to be exercised.
The gross proceeds from the offering are approximately
$6.0 million before deducting the
placement agents' fees and other estimated offering expenses. The
Company intends to use the net proceeds from the offering for
general working capital purposes.
The Company's Class A ordinary shares, Warrants and the Class A
ordinary shares underlying the Warrants are being offered by Ambow
in a registered direct offering pursuant to a "shelf" registration
statement on Form F-3 (File No. 333- 231273) previously filed with
the Securities and Exchange Commission (the "SEC") on May 8, 2019 and declared effective by the SEC on
May 17, 2019. The Class A ordinary
shares, Warrants and Class A ordinary shares underlying the
Warrants were offered only by means of a prospectus, including a
prospectus supplement. Copies of the prospectus supplement
and accompanying prospectus relating to the registered direct
offering may be obtained, on the SEC's website at
http://www.sec.gov or by contacting Ambow Education Holding Ltd.,
12th floor, Tower 1 Financial Street Chang'An Center, Shijingshan
District, Beijing, China 100043,
or via email at ir@ambow.com, or telephone at +86 10-6206-8060.
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
Loeb & Loeb LLP, New York, New
York, served as counsel to the Company in connection with
the Offering. Schiff Hardin LLP, Washington, DC, served as counsel to the
Placement Agent in connection with the Offering.
About Ambow Education Holding Ltd.
Ambow Education Holding Ltd. is a leading national provider of
educational and career enhancement services in China, offering high-quality, individualized
services and products. With its extensive network of regional
service hubs complemented by a dynamic proprietary learning
platform and distributors, Ambow provides its services and products
to students in 15 out of the 34 provinces and autonomous regions
within China.
Follow us on Twitter: @Ambow_Education
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of 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. Among other things,
the outlook and quotations from management in this announcement, as
well as Ambow's strategic and operational plans, contain
forward-looking statements. Ambow may also make written or oral
forward-looking statements in its reports filed or furnished to the
U.S. Securities and Exchange Commission, in its annual reports to
shareholders, in press releases and other written materials and in
oral statements made by its officers, directors or employees to
third parties. Forward-looking statements involve inherent risks
and uncertainties. A number of factors could cause actual results
to differ materially from those contained in any forward-looking
statements, including but not limited to the following: the
Company's goals and strategies, expansion plans, the expected
growth of the content and application delivery services market, the
Company's expectations regarding keeping and strengthening its
relationships with its customers, and the general economic and
business conditions in the regions where the Company provides its
solutions and services. Further information regarding these and
other risks is included in the Company's filings with the U.S.
Securities and Exchange Commission. All information provided in
this press release is as of the date of this press release, and
Ambow undertakes no duty to update such information, except as
required under applicable law.
For investor and media inquiries please contact:
Ambow Education Holding Ltd.
Tel: +86 10-6206-8000
The Piacente Group | Investor Relations
Tel: +1 212-481-2050 or +86 10-6508-0677
Email: ambow@tpg-ir.com
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SOURCE Ambow Education Holding Ltd.