BEIJING, June 20, 2013 /PRNewswire/ -- ChinaEdu
Corporation ("CEDU") ("ChinaEdu" or the "Company"), a leading
online educational services provider in China, today announced that its board of
directors has received a preliminary, non-binding proposal letter
dated June 20, 2013 from Julia Huang, executive chairman of the board of
directors and Shawn Ding, CEO of the
Company (collectively, the "Buyer Parties"), to acquire all of the
outstanding ordinary shares of the Company not currently owned by
the Buyer Parties and certain other shareholders of the Company who
may join the Buyer Parties, including ordinary shares represented
by the Company's American depositary shares, or "ADSs" (each
representing three ordinary shares of the Company), at a proposed
price of $2.33 in cash per ordinary
share, or $7.00 in cash per ADS,
subject to certain conditions.
According to the proposal letter, the acquisition is intended to
be financed by debt and/or equity capital and the Buyer Parties
have been in discussions with one or more financial institutions
which have expressed interest in financing the proposed
acquisition. Furthermore, the proposal letter specifies that the
Buyer Parties' proposal constitutes only a preliminary indication
of its interest, and is subject to negotiation and execution of
definitive agreements relating to the proposed transaction. A
copy of the proposal letter is attached hereto as Exhibit A.
The Company's board of directors intends to form a special
committee of disinterested directors to consider the proposal and
cautions the Company's shareholders and others considering trading
in its securities that the board of directors has just received the
proposal and has not made any decisions with respect to the
Company's response to the proposal. There can be no assurance that
any definitive offer will be made by the Buyer Parties or any other
person, that any definitive agreement will be executed relating to
the proposed transaction, or that this or any other transaction
will be approved or consummated.
About ChinaEdu
ChinaEdu Corporation is an educational services provider in
China, incorporated as an exempted
limited liability company in the Cayman
Islands. Established in 1999, the Company's primary business
is to provide comprehensive services to the online degree programs
of leading Chinese universities. These services include academic
program development, technology services, enrollment marketing,
student support services and finance operations. The Company's
other lines of businesses include the operation of private primary
and secondary schools, online interactive tutoring services and
providing marketing, support for international and elite curriculum
programs and online learning community for adult students.
The Company believes it is the largest service provider to
online degree programs in China in
terms of the number of higher education institutions that are
served and the number of student enrollments supported. The Company
currently has entered into collaborative alliances with 13
universities, ranging from 15 to 50 years in length. The Company
has also entered into technology agreements with 8 universities.
Besides, ChinaEdu performs recruiting services for 23 universities
through a nationwide learning center network.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including certain plans, expectations, goals, and
projections, which are subject to numerous assumptions, risks, and
uncertainties. Forward-looking statements involve known and unknown
risks, uncertainties and contingencies, many of which are beyond
our control which may cause actual results, levels of activity,
performance or achievements to differ materially from any future
results, levels of activity, performance or achievements expressed
or implied by such forward-looking statements. The Company's actual
results could differ materially from those contained in the
forward-looking statements due to a number of factors, including
those described under the heading "Risk Factors" in the Company's
Annual Report on Form 20-F for the year ended
December 31, 2012, and in documents subsequently filed by the
Company from time to time with the Securities and Exchange
Commission. Unless required by law, the Company undertakes no
obligation to (and expressly disclaim any such obligation to)
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
For investor and media inquiries, please contact:
Helen Plummer
Senior Investor Relations Coordinator
ChinaEdu Corporation
Phone: +1 908-442-9395
E-mail: helen@chinaedu.net
Simon Mei
Chief Financial Officer
ChinaEdu Corporation
Phone: +86 10 8418-7301
E-mail: simon@chinaedu.net
Exhibit A
The Board of Directors
ChinaEdu Corporation
4th Floor-A, GeHua Building
No. 1 Qinglong Hutong, Dongcheng District
Beijing 100007
People's Republic of China
Dear Sirs:
Julia Huang ("Ms. Huang"),
executive chairman of the board of directors of ChinaEdu
Corporation (the "Company") and Shawn
Ding ("Mr. Ding"), CEO of the Company (collectively, the
"Buyer Parties"), are pleased to submit this preliminary,
non-binding proposal to acquire all outstanding ordinary shares
(the "Shares") and the American Depositary Shares ("ADSs", each
representing three Shares) of the Company, in both cases, that are
not beneficially owned by the Buyer Parties and certain other
shareholders of the Company who may join the Buyer Parties (the
"Acquisition").
We believe that our proposal of US$2.33 in cash per Share, or US$7.00 in cash per ADS, will provide an
attractive opportunity to the Company's shareholders. This price
represents a premium of approximately 20% to the closing price of
the Company's ADSs on June 19, 2013
and a premium of approximately 22% to the volume weighted average
price of the Company's ADSs for the last 180 trading days.
- Consortium. The Buyer Parties intend to work with each other
exclusively in pursuing the Acquisition during the course of the
transaction. Please also note that the Buyer Parties are currently
only interested in pursuing the Acquisition and have no interest in
selling their ordinary shares in any other transaction involving
the Company.
- Purchase Price. The Buyer Parties are prepared to pay for the
Shares and ADSs to be acquired in the Acquisition at a price of
US$2.33 per Share and US$7.00 per ADS, as the case may be, in
cash.
- Funding. It is intended that the Acquisition will be
funded by debt and/or equity capital. We expect definitive
commitments for the required debt financing and/or equity funding,
subject to terms and conditions set forth therein, to be in place
when the Definitive Agreements (as defined below) are signed.
- Due Diligence. We will be in a position to commence our due
diligence for the Acquisition immediately upon receiving access to
the relevant materials. We believe that we will be in a position to
complete customary legal, financial and accounting due diligence
for the Acquisition in a timely manner and in parallel with
discussions on the Definitive Agreements.
- Definitive Agreements. We are prepared to promptly negotiate
and finalize definitive agreements (the "Definitive Agreements")
providing for the Acquisition and related transactions. These
Definitive Agreements will include representations, warranties,
covenants and conditions which are typical, customary and
appropriate for transactions of this type.
- Process. We recognize that the Company's Board of Directors
(the "Board") will evaluate the Acquisition independently before it
can make its determination to endorse it. Given the involvement of
Mr. Ding and Ms. Huang in the Acquisition, we appreciate that the
independent members of the Board will proceed to consider the
proposed Acquisition and that Mr. Ding and Ms. Huang will recuse
themselves from participating in any Board deliberations and
decisions related to the Acquisition.
- Advisors. The Buyer Parties have retained Loeb & Loeb LLP
as U.S. legal counsel in connection with the Acquisition.
- Confidentiality. We are sure you will agree with us that it is
in all of our interests to ensure that we proceed in a confidential
manner, unless otherwise required by law or mutually agreed to by
the parties, until we have executed the Definitive Agreements or
terminated our discussions.
- No Binding Commitment. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Acquisition. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation.
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. Should you have any questions regarding this proposal,
please do not hesitate to contact us. We look forward to hearing
from you.
/s/ Shawn
Ding
|
Shawn
Ding
|
|
/s/ Julia
Huang
|
Julia
Huang
|
SOURCE ChinaEdu Corporation