ATA Announces Closing of ACG Acquisition, Appoints ACG Founder Jun Zhang as President
August 06 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 closed the acquisition of 87.46% equity interest in
Beijing Huanqiuyimeng Education Consultation Corp. (“ACG”), a
leading provider of educational services for students in China
interested in applying for overseas art study.
Transaction DetailsAs
previously announced in a press release on June 28, 2019, the
Company had entered into a definitive agreement with ACG’s major
shareholders and core management members, including its founder Mr.
Jun Zhang, for the acquisition of 69.04% equity interest in ACG,
and had also separately entered into definitive agreements with
other ACG minority shareholders for the acquisition of the
remaining 30.96% equity interest in ACG.
ATA has successfully completed the acquisition
of 100% shares of ACG International Group Limited (“ACGIGL”), which
holds 69.04% equity interest in ACG, by issuing 9,360,000 ordinary
shares of ATA as consideration to Arts Consulting Limited
(“ArtsCL”), the sole shareholder of ACGIGL. Following the closing
of such acquisition, ATA becomes the sole shareholder of ACGIGL and
indirectly holds 69.04% equity interest in ACG, and ArtsCL becomes
the holder of 16.5% of ATA’s shares calculated on a fully diluted
basis. The 9,360,000 ordinary shares of ATA issued as consideration
to ArtsCL are restricted shares and shall not be sold without prior
written approval from ATA’s Board of Directors. Such transfer
restriction will lapse, with respect to 2,808,000 of such
restricted shares, on the first anniversary of the closing date of
the acquisition of 100% shares of ACGIGL (the “Closing Date”),
2,808,000 on the second anniversary of the Closing Date, and
3,744,000 on the third anniversary of the Closing Date.
ATA has also successfully closed the acquisition
of an additional 18.42% equity interest in ACG with certain ACG
minority shareholders for cash, resulting in ATA holding, directly
and indirectly, an aggregate of 87.46% equity interest in ACG. The
Company is working on closing the remaining 12.54% equity interest
in ACG with the remaining minority shareholders, which is expected
to be completed before the end of the third quarter of 2019.
Mr. Jun Zhang to Replace Mr. Jack Huang
as ATA’s President and DirectorATA’s Board of Directors
has appointed Mr. Jun Zhang, the founder and leader of ACG, as the
Company’s President and a member of ATA’s Board of Directors,
replacing Mr. Jack Huang who has resigned to pursue other
opportunities. In this role, Mr. Zhang will work closely with ATA’s
Chairman and CEO Mr. Kevin Ma to oversee the business and operation
of the Company.
With over 20 years of experience in art and
creativity education, Mr. Zhang is recognized as an expert in the
art and creativity education industry in China. He is a pioneer in
the industrialization of international art and creativity education
in China and has been active in the fields both professionally and
as an educator in China. He has served as the head of the graduate
animation program at the Central Academy of Fine Arts’ School of
City Design and as an expert in digital simulation at the Beijing
Institute of Technology’s School of Design and Arts.
Management CommentaryMr. Ma
stated, “The acquisition of ACG is the first major step forward in
our long-term growth strategy of becoming a leading international
education service provider with a special focus on the rapidly
expanding art and creativity education market. We are well
positioned to take advantage of the growing demand from Chinese
students and young professionals for overseas educational
experiences, and have already begun working closely with the ACG
team on its several growth initiatives, including but not limited
to geographic, programmatic, and partnership expansion. Having
helped thousands of students garner the opportunity to study the
arts at top universities in Europe and America since its founding
in 2012, ACG has earned its reputation for excellence in the art
and creativity education market. We are pleased to welcome Jun to
ATA’s leadership team and believe his unique qualifications will
prove valuable as we look to accelerate ACG’s growth trajectory. We
will continue to evaluate other merger and acquisition
opportunities that may be a good fit for our portfolio of education
businesses.”
Mr. Zhang stated, “I am pleased to be joining
ATA during this exciting time. ATA has demonstrated its commitment
to students and the betterment of education over the past two
decades, and I could not be more thrilled to be working with the
leadership team here at ATA during this next phase of ACG’s
development.”
Mr. Ma concluded, “Finally, we would like to
thank Jack for his contributions to ATA. Jack’s efforts during our
transition from a computer-based testing services business to an
international education business were vital in our Company’s
evolution, and we wish him the best in his endeavors.”
ACG – A Leading Provider of Overseas
Art and Creativity 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 and creativity education
market in China.
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; subsequent business activities and
anticipated benefits of ATA’s acquisition of ACG; ATA’s acquisition
of the remaining equity interest in ACG; the market potentials of
international art and creativity education; 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: |
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|
At the Company |
Investor Relations |
ATA Inc. |
The Equity Group Inc. |
Amy Tung, Chief Financial Officer |
Carolyne Y. Sohn, Vice President |
+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 |
|
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|
Adam Prior, Senior Vice President |
|
212-836-9606 |
|
aprior@equityny.com |
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