BEIJING, Nov. 3, 2020 /PRNewswire/ -- New Oriental
Education & Technology Group Inc. (the "Company" or "New
Oriental") (NYSE: EDU), the largest provider of private educational
services in China, today announced
the pricing of the global offering of 8,510,000 new common shares
(the "Offer Shares") which comprises an International Offering and
a Hong Kong Public Offering (each defined in the prospectus of the
Company dated October 29, 2020, or
the "Prospectus", and collectively, the "Global Offering"). The
final offer price for both the International Offering and the Hong
Kong Public Offering (the "Offer Price") has been set at
HK$1,190.00 per Offer Share. Based on
the ratio of one common share of the Company with par value of
US$0.01 each ("Share") per
NYSE-listed American depositary share ("ADS"), the Offer Price
translates to approximately US$153.45 per ADS (based on an exchange rate
of HK$7.7548 to US$1.00). The Company has set the Offer Price by
taking into consideration, among other factors, including the
closing price of the ADSs on the New York Stock Exchange on
November 2, 2020 (the latest trading
day before pricing). Subject to approval from The Stock Exchange of
Hong Kong Limited (the "SEHK"), the Offer Shares are expected to
begin trading on the Main Board of the SEHK on November 9, 2020 (the "Listing Date") under the
stock code "9901." The Global Offering is expected to close on the
same day, subject to customary closing conditions.
The Company's ADSs, each representing one common share, will
continue to be listed and traded on NYSE. Upon the secondary
listing in Hong Kong, the
Hong Kong-listed shares will be
fully fungible with the ADSs listed on NYSE.
In connection with the Global Offering, the Company has granted
to the international underwriters an over-allotment option,
exercisable from the Listing Date until 30 days after the last day
for lodging applications under the Hong Kong Public Offering (being
November 3, 2020), to purchase up to
an additional 1,276,500 Shares, representing not more than 15.0% of
the Offer Shares initially available under the Global Offering, at
the Offer Price. The gross proceeds to the Company from the Global
Offering, before deducting underwriting fees and offering expenses,
are expected to be approximately HK$10.13
billion if the over-allotment option is not exercised or
approximately HK$11.65 billion if
the over-allotment option is exercised in full.
The Company plans to use the net proceeds from the Global
Offering for investments in technologies to enhance its students'
learning experience, its business growth and geographic expansion,
strategic investments and acquisitions, and general corporate
purposes and working capital needs.
Credit Suisse, BofA Securities and UBS are the joint sponsors
and joint global coordinators for the proposed Offering.
The International Offering is being made only by means of a
prospectus supplement and the accompanying prospectus included in
an automatic shelf registration statement on Form F-3 filed with
the U.S. Securities and Exchange Commission (the "SEC") on
October 23, 2020, which automatically
became effective upon filing. The registration statement on Form
F-3 and the preliminary prospectus supplement dated October 28, 2020 are available at the SEC website
at: http://www.sec.gov. The final prospectus supplement will be
filed with the SEC and will be available on the SEC's website at:
http://www.sec.gov. Copies of the prospectus supplement and the
accompanying prospectus relating to the offering may also be
obtained from Credit Suisse (Hong
Kong) Limited, Email: newyork.prospectus@credit-suisse.com,
BofA Securities, Email: dg.prospectus_requests@bofa.com, or UBS
Securities LLC, Email: ol-prospectus-request@ubs.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer or an invitation to buy any securities of
the Company, nor shall there be any offer or sale of these
securities in any state or other 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 other
jurisdiction. This press release does not constitute a prospectus
(including as defined under the laws of Hong Kong) and potential investors should read
the Prospectus for detailed information about the Company and the
proposed offering, before deciding whether or not to invest in the
Company. The Prospectus is available on the websites of the Company
(http://investor.neworiental.org/) and the SEHK (www.hkexnews.hk).
This press release has not been reviewed or approved by the SEHK or
the Securities and Futures Commission of Hong Kong.
The price of the Shares of the Company may be stabilized in
accordance with the Securities and Futures (Price Stabilization)
Rules (Chapter 571W of the laws of Hong
Kong). The details of the intended stabilization and how it
will be regulated under the Securities and Futures Ordinance
(Chapter 571 of the laws of Hong
Kong) have been contained in the Prospectus.
About New Oriental
New Oriental is the largest provider of private educational
services in China offering a wide
range of educational programs, services and products to a varied
student population throughout China. New Oriental's program, service and
product offerings consist of K-12 after-school tutoring, test
preparation, language training for adults, pre-school education,
primary and secondary school education, education materials and
distribution, online education, and other services. New Oriental's
ADSs, each of which represents one common share, currently trade on
the New York Stock Exchange under the symbol "EDU."
For more information about New Oriental, please visit
http://www.neworiental.org/english/.
Safe Harbor Statement
This press release 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," "potential," "continue," "ongoing,"
"targets," "guidance" and similar statements. Statements that are
not historical facts, including statements about the offering and
listing, the use of proceeds and the Company's strategies and
goals, are or contain forward-looking statements. 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 statement. There can be no
guarantee that the offering and listing will be completed as
planned, or that the expected benefits from the offering and
listing will be achieved. You should consider the risk factors
included in the registration statement (including any documents
incorporated by reference), prospectus and prospectus supplements
that have been or will be filed with the SEC and the prospectus
registered in Hong Kong. All
information provided in this press release is as of the date of
this press release and are based on assumptions that the Company
believes to be reasonable as of this date, and the Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
Contacts
For investor and media inquiries, please contact:
Ms. Sisi Zhao
New Oriental Education and Technology Group Inc.
Tel: +86-10-6260-5568
Email: zhaosisi@xdf.cn
Ms. Rita Fong / Ms. Charlotte
Cheung
FTI Consulting
Tel: +852 3768 4548 / +852 3768 4732
Email: rita.fong@fticonsulting.com /
charlotte.cheung@fticonsulting.com
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SOURCE New Oriental Education and Technology Group Inc.