BEIJING, June 3, 2016 /PRNewswire/ -- Xueda Education
Group (NYSE: XUE) ("Xueda" or the "Company"), a leading national
provider of personalized tutoring services for primary and
secondary school students in China, announced today the completion of its
merger (the "Merger") with Xueda Acquisition Limited ("Merger
Sub"), a wholly-owned subsidiary of Xiamen Insight Investment Co.,
Ltd. ("Parent"), pursuant to the previously announced agreement and
plan of merger (the "merger agreement") dated as of July 26, 2015 by and between the Company and
Parent, as joined by Merger Sub pursuant to a joinder agreement
dated as of October 30, 2015. As a
result of the Merger, the Company ceased to be a publicly traded
company and became a wholly-owned subsidiary of Parent.
Under the terms of the merger agreement, which was approved by
the Company's shareholders at an extraordinary meeting held on
December 16, 2015, each of the
Company's ordinary shares, par value $0.0001 per share, issued and outstanding
immediately prior to the effective time of the Merger (each a
"Share"), other than (a) Shares beneficially owned by the Company
or its subsidiaries, (b) any Shares, including Shares held by
Citibank, N.A., in its capacity as ADS depositary (the "ADS
depositary") in respect of American depositary shares, each
representing two Shares (the "ADSs"), reserved (but not yet
allocated) by the Company for issuance by the Company upon exercise
by the holders of any option or the exercise by the holders of any
restricted share unit to receive Shares, or the conversion by the
holders of any restricted share unit to Shares, and (c) Shares
owned by holders who have validly exercised and not effectively
withdrawn or lost their right to dissent from the Merger pursuant
to Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3
of 1961, as consolidated and revised) (Shares described under (a)
through (c) above are collectively referred to herein as the
"Excluded Shares"), was cancelled and ceased to exist in exchange
for the right to receive $2.75 in cash per Share without interest,
and each ADS issued and outstanding immediately prior to the
effective time of the Merger (other than ADS that represents
Excluded Shares) represents the right to receive $5.50 in cash per
ADS without interest (less a cancellation fee of $0.05 per ADS), in
each case payable in accordance with the procedures set forth in
the merger agreement.
Registered shareholders entitled to the Merger consideration as
described above will receive a letter of transmittal and
instructions on how to surrender their share certificates in
exchange for the Merger consideration from the paying agent
appointed by Parent and should wait to receive the letter of
transmittal before surrendering their share certificates. ADS
holders entitled to the Merger consideration, except those whose
ADSs are held in "street name" by brokers, banks or other nominees,
will receive a letter of transmittal and instructions on how to
surrender their American depositary receipts ("ADRs") from the ADS
Depositary and should wait to receive the letter of transmittal
before surrendering their ADRs.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange (the "NYSE") be
suspended. The Company requested the NYSE to file a Form 25 with
the U.S. Securities and Exchange Commission (the "SEC") notifying
the SEC of the delisting of its ADSs on the NYSE and the
deregistration of the Company's registered securities. The
deregistration will become effective 90 days after the filing of
the Form 25 or such shorter period as may be determined by the SEC.
The Company intends to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
by filing a Form 15 with the SEC. The Company's reporting
obligations under the Exchange Act will be suspended immediately as
of the filing date of the Form 15 and will terminate once the
deregistration becomes effective.
About Xueda Education Group
Xueda is a leading national provider of personalized tutoring
services for primary and secondary school students in China. For more information about Xueda,
please visit http://ir.xueda.com.
Forward-looking Statements
All statements included in this press release, other than
statements or characterizations of historical fact, are
forward-looking statements within the meaning of Section 21E of the
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 are based on our current expectations,
market and operating conditions, estimates and projections about
our industry, management's beliefs, and certain assumptions made by
us, all of which are subject to change. Forward-looking statements
can often be identified by words such as "anticipates," "expects,"
"intends," "plans," "predicts," "believes," "seeks," "estimates,"
"may," "will," "should," "would," "could," "potential," "continue,"
"ongoing," "targets" and similar expressions, and variations or
negatives of these words. These forward-looking statements are not
guarantees of future results and are subject to risks and
uncertainties beyond our control, which could cause our actual
results to differ materially and adversely from those expressed in
any forward-looking statement. Further information regarding these
and other risks, uncertainties or factors is included in our
filings with the U.S. Securities and Exchange Commission. We do not
undertake any obligation to update any forward-looking statement as
a result of new information, future events or otherwise, except as
required under applicable law.
Contact:
Xueda Education Group
Ross Warner
Tel: +86-10-6427-8899 ext. 6619
Email: investor_relations@xueda.com
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SOURCE Xueda Education Group