BEIJING, April 23, 2014 /PRNewswire/ -- ChinaEdu
Corporation (NASDAQ: CEDU) (the "Company"), a leading online
educational services provider in China, today announced the completion of the
merger contemplated by the previously announced Agreement and Plan
of Merger dated December 31, 2013
(the "Merger Agreement"), by and among the Company, ChinaEdu
Holdings Limited ("Holdings") and ChinaEdu Merger Sub Limited
("Merger Sub"). As a result of the merger, the Company became a
wholly owned subsidiary of Holdings.
Under the terms and conditions of the Merger Agreement, which
was approved by the Company's shareholders at an extraordinary
general meeting held on April 18,
2014, each of the Company's ordinary shares, par value
$0.01 per share (the "Shares")
(including Shares represented by American depositary shares
("ADSs")) issued and outstanding immediately prior to the effective
time of the merger has been cancelled in exchange for the right to
receive $2.33 per Share or
$7.00 per ADS, in each case, in cash,
without interest and net of any applicable withholding taxes,
except for (a) all Shares owned immediately prior to the
effective time of the merger by Shawn
Ding, Moral Known Industrial Limited, Julia Huang, South Lead Technology Limited,
GegengTana, Mei Yixin, Pan Zhixin, Ellen
Huang, InterVision Technology Ltd., MLP Holdings Limited,
New Value Technology Limited, Lingyuan Furong Investment Mgmt Co.,
Ltd., McGraw-Hill Global Education Intermediate Holdings, LLC,
Weblearning Company Limited and Guo
Young (the "Rollover Shareholders"), which were subject to a
contribution agreement whereby such shareholders agreed to
contribute such Shares (except, in the case of McGraw-Hill Global
Education Intermediate Holdings, LLC, limited to 3,377,336 Shares
held by it) (the "Rollover Shares") to Holdings, which contributed
Rollover Shares, in accordance with the contribution agreement,
were exchanged for the right to subscribe for the ordinary shares
of Holdings, (b) Shares and ADSs beneficially owned immediately
prior to the effective time of the merger by the Company as
treasury shares, held in brokerage accounts in the Company's name,
or issued to The Bank of New York Mellon ("BNY Mellon") and
reserved for future grants under the Company's 2010 Equity
Incentive Plan, and (c) Shares owned by shareholders who have
validly exercised and perfected and not effectively withdrawn or
lost their appraisal or other rights pursuant to Section 238 of the
Cayman Companies Law, as amended. The Company did not receive any
notice of objection from any shareholder prior to the time of the
extraordinary general meeting.
Registered holders of Shares and ADSs entitled to the merger
consideration will receive a letter of transmittal and instructions
on how to surrender their share certificates or the certificates
evidencing their ADSs (as applicable), respectively, in exchange
for the merger consideration and should wait to receive the letter
of transmittal before surrendering their certificates. Payment of
the merger consideration will be made to surrendering ADS holders
as soon as practicable after BNY Mellon, the Company's ADS
depositary, receives the merger consideration.
The Company also announced today that it requested that trading
of its ADSs on NASDAQ to be suspended beginning on April 24, 2014. The Company requested that NASDAQ
file a Form 25 with the Securities and Exchange Commission (the
"SEC") notifying the SEC of the delisting of its ADSs on NASDAQ 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 promptly filing a
Form 15 with the SEC. The Company's obligation to file with the SEC
certain reports and forms, including Form 20-F and Form 6-K, will
be suspended immediately as of the filing date of the Form 15 and
will cease once the deregistration becomes effective.
About ChinaEdu Corporation
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.
Safe Harbor: Forward-Looking Statements
Certain statements contained in this announcement may be viewed
as "forward-looking statements" within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended,
and Section 21E of the U.S. 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 can
be identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions are included in documents filed with the SEC by the
Company, as well as the Schedule 13E-3 transaction statement and
the proxy statement filed by the Company. 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 undertakes
no ongoing obligation, other than that imposed by law, to update
these statements.
For further information, 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
SOURCE ChinaEdu Corporation