ATA Announces Entry into Definitive Agreement to Acquire ACG, a Leading China-based Service Provider of Overseas Art Educatio...
June 28 2019 - 8:00AM
ATA Inc. ("ATA" or the "Company", Nasdaq: ATAI), a
company focused on providing students with quality educational
experiences and services in China and abroad, today announced that
the Company has entered into a definitive agreement (the
“Definitive Agreement”) with Beijing Huanqiuyimeng Education
Consultation Corp. (“ACG”) and certain of its major shareholders
and core management members for the acquisition of ACG. ACG is a
leading provider of educational services for students in China
interested in applying for overseas art study.
As previously announced in a press release on
April 9, 2019, the Company had entered into framework agreements
and certain conditional share purchase agreement and deposit
agreement in connection with the acquisition of ACG, pursuant to
which ACG and its major shareholders, including its founder Mr. Jun
Zhang, agreed to negotiate exclusively with ATA for the acquisition
of 100% equity interest of ACG.
ATA to Issue Shares for Acquisition of
ACGUnder the terms of the Definitive Agreement, ATA will
issue 9,360,000 ordinary shares to Arts Consulting Limited
(“ArtsCL”), the sole shareholder of ACG International Group Limited
(“ACGIGL”) holding 69.04% equity interest in ACG, as consideration
for 100% of shares of ACGIGL. Upon the closing of the transactions
under the Definitive Agreement, ATA will become the sole
shareholder of ACGIGL and indirectly hold 69.04% equity interest in
ACG, and ArtsCL will become a holder of 16.5% of ATA’s shares
calculated on a fully diluted basis.
The acquisition is expected to close before the
end of August 2019, subject to the satisfaction of various
conditions precedent in the Definitive Agreement, including but not
limited to ATA receiving the business license, corporate seal and
other important corporate documents of each and all subsidiaries
wholly owned or controlled by ACGIGL, as well as the updated
register of members and register of directors of ACGIGL reflecting
that ATA has become its sole shareholder and that the individuals
recognized or appointed by ATA have been named directors.
In addition, the Company has entered into
separate conditional share purchase agreements with certain of
ACG’s minority shareholders, pursuant to which ATA shall in
aggregate acquire the remaining 30.96% equity interest in ACG from
such minority shareholders. The closings of such acquisitions are
respectively conditional upon the signing and effectiveness of the
Definitive Agreement or the closing of the transactions under the
Definitive Agreement.
The Company will file a Form 6-K containing
the English translation of the Definitive Agreement and additional
information, which investors may access on the SEC
Filings page on ATA’s website or on the U.S. Securities
and Exchange Commission website at www.sec.gov.
ACG – A Leading Provider of Overseas Art
Education in China (https://www.acgorg.net/)With 23 direct
campus locations covering 21 cities throughout China, ACG
specializes in providing portfolio preparation courses,
consultation of overseas art study application and other relevant
services to students and young professionals interested in art and
aiming to study art abroad. ACG offers diverse and customizable art
and music overseas study programs. Since its founding in 2012, ACG
has been dedicated to establishing a supportive ecosystem for the
field of international creative education and building a one-stop
business line in order to upgrade and enhance its comprehensive
commercial benefits. Utilizing its offline national sales network
and online platform, ACG is expanding rapidly in the overseas art
education market in China.
Mr. Kevin Ma, ATA’s Chairman and CEO, stated,
“We are pleased to have this opportunity to partner with the ACG
team and look forward to working closely with its management on
growing the business and pursuing prospects for expansion and
diversification by leveraging ATA’s expertise in learning
technologies and industry relationships, as well as the synergies
created by our respective offerings, operational capabilities,
resources and competencies. Chinese students continue to represent
the largest population of students studying abroad with over
662,000 students pursuing overseas study opportunities in 2018.
With the continued growth in this industry, we believe our
partnership with ACG will enable ACG to strengthen its leadership
position within the industry and accelerate the growth of its
business.”
Mr. Jun Zhang, ACG’s Founder and President,
added, “We are thrilled to be partnering with ATA given its
sterling reputation as a leading service provider in education and
learning technologies in China. Over the past several years, we
have focused on building an education system especially for
students and young professionals interested in art and other
creative fields, and we believe ATA is the partner we need to take
ACG’s growth to the next level and will enable us to better serve
our student population as we work to expand our offerings and
supporting services.”
ATA Outlines Expansion Strategy for 2019
and BeyondATA believes that it can leverage its expertise
in competency-focused assessment/education service capabilities and
industry relationships to scale the growth of well-established
education enterprises such as ACG to expand its presence in China
and beyond. In doing so, ATA aims to transform into a leading
international education service provider and continues to actively
explore merger and acquisition opportunities where the Company can
create a unique value proposition for students and schools in China
and abroad.
About ATA Inc.ATA is focused on providing
quality educational experiences and services for students
throughout China and abroad. ATA aims to offer online, on-campus,
and other education programs through a network of global education
partners. For more information, please visit ATA’s website at
www.atai.net.cn.
Cautionary Note Regarding
Forward-looking StatementsThis announcement contains
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 Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terms such as
“believe,” “could,” “expect,” “future,” “look forward to,” “plan,”
“should,” “will,” and similar terms. Examples of forward-looking
statements in this press release include statements about ATA’s
plan and efforts to transform itself into a leading international
education service provider; ATA’s plans for mergers and
acquisitions generally; ATA’s anticipated acquisition of ACG,
subsequent business activities and anticipated benefits; the
anticipated benefits to ATA’s expansion efforts into the
international education market; and the ability of ATA and ACG to
cooperate and integrate effectively and to introduce offerings and
build partnerships. These forward-looking statements involve known
and unknown risks and uncertainties, are based on current
expectations, assumptions, estimates, and projections by both ATA
and ACG, and are subject to governmental approvals and other
conditions. The Company undertakes no obligation to update
forward-looking statements, except as may be required by law. The
Company cannot assure you that its expectations and assumptions
will turn out to be correct, and investors are cautioned that
actual results may differ materially from the anticipated
results.
For more information on our company, please contact the
following individuals:
At the
Company |
Investor
Relations |
ATA Inc. |
The Equity Group Inc. |
Amy Tung, Chief Financial Officer |
Carolyne Y. Sohn, Senior Associate |
+86 10 6518 1133 x5518 |
415-568-2255 |
amytung@atai.net.cn |
csohn@equityny.com |
|
|
|
Katherine Yao, Senior Associate |
|
+86 10 6587 6435 |
|
kyao@equityny.com |
|
|
|
Adam Prior, Senior Vice President |
|
212-836-9606 |
|
aprior@equityny.com |
ATAI Life Sciences NV (NASDAQ:ATAI)
Historical Stock Chart
From Aug 2024 to Sep 2024
ATAI Life Sciences NV (NASDAQ:ATAI)
Historical Stock Chart
From Sep 2023 to Sep 2024