BEIJING, Dec. 1, 2020 /PRNewswire/ -- China Distance
Education Holdings Limited (NYSE: DL) (the "Company"), a leading
provider of online education and value-added services for
professionals and corporate clients in China, today announced that it has
entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement") with Champion Distance Education Investments Limited
("Parent") and China Distance Learning Investments Limited ("Merger
Sub"), a wholly owned subsidiary of Parent, pursuant to which,
subject to the terms and conditions thereof, Merger Sub will merge
with and into the Company, with the Company continuing as the
surviving entity and becoming a wholly-owned subsidiary of Parent
(the "Merger"), in a transaction in which the Company will be
acquired by a group of certain of the Company's existing
shareholders (including Mr. Zhengdong
Zhu, co-founder, chairman of the Board and chief executive
officer of the Company ("Mr. Zhu"), Ms. Baohong Yin, co-founder of the Company, deputy
chairman of the Board and the spouse of Mr. Zhu ("Ms. Yin"), and
their affiliated entity) and certain other existing shareholders of
the Company and equity investors (collectively, the "Buyer
Group").
Upon the effectiveness of the Merger, all outstanding ordinary
shares of the Company (each, an "Ordinary Share"), including
Ordinary Shares represented by American depositary shares, each
representing four Ordinary Shares ("ADSs"), other than Excluded
Shares (as defined in the Merger Agreement) and ADSs representing
Excluded Shares, will be cancelled in exchange for the right of the
holders thereof to receive $2.45 in
cash per Ordinary Share (the "Per Share Merger Consideration"), or
$9.80 in cash per ADS (the "Per ADS
Merger Consideration").
The Per ADS Merger Consideration represents a premium of
approximately 35.7% to the closing trading price of the ADSs on
June 5, 2020, the last trading day
prior to the Company's announcement of its receipt of a
"going-private" proposal from Mr. Zhu, Ms. Yin, and their
affiliated entity, and a premium of 37.1% to the volume-weighted
average closing price of the ADSs during the last 30 trading days
prior to the Company's receipt of the "going-private" proposal.
The Merger Agreement provides that each outstanding share option
(each, a "Company Option") to purchase Ordinary Shares, whether
vested or unvested, that is issued and outstanding as of
immediately prior to the effectiveness of the Merger, will be
cancelled and exchanged for the holder's right to receive, at or
promptly after the effectiveness of the Merger, an amount in cash
determined by multiplying (i) the excess, if any, of the Per Share
Merger Consideration over the applicable exercise price of such
Company Option by (ii) the number of Ordinary Shares underlying
such Company Option. Each Ordinary Share subject to a Company
restricted share award (each, a "Company Restricted Share Award"),
whether vested or unvested, that is issued and outstanding as of
immediately prior to the effectiveness of the Merger, except for
the Company Restricted Share Awards held by Mr. Zhu and Ms. Yin,
will be cancelled and exchanged for the holder's right to receive,
at or promptly after the effectiveness of the Merger, an amount in
cash equal to the Per Share Merger Consideration.
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a committee of independent and
disinterested directors established by the Board (the "Special
Committee"), approved the Merger Agreement and the Merger and
resolved to recommend that the Company's shareholders vote to
authorize and approve the Merger Agreement and the Merger. The
Special Committee negotiated the terms of the Merger Agreement with
the Buyer Group with the assistance of its financial and legal
advisors.
The completion of the Merger is subject to a number of customary
conditions, including an affirmative vote of shareholders
representing at least two-thirds of the voting power of the
outstanding Ordinary Shares present and voting in person or by
proxy at an extraordinary general meeting of the Company's
shareholders. The members of the Buyer Group have agreed to vote
all of the Ordinary Shares beneficially owned by them in favor of
the authorization and approval of the Merger Agreement and the
Merger. The Merger is currently expected to be completed by
the end of the first half of 2021. If completed, the Merger
will result in the Company becoming a privately-held company, the
Company's ADSs will no longer be listed on the New York Stock
Exchange, and its ADS program will be terminated.
The Buyer Group has indicated that it plans to finance the
Merger through a combination of debt and equity. The Buyer Group
currently beneficially owns, in the aggregate, approximately 50.14%
of the outstanding Ordinary Shares (including share-based
awards).
Duff & Phelps, LLC is serving as financial advisor to the
Special Committee; Goulston & Storrs PC is serving as U.S.
legal counsel to the Special Committee; and Morgan Lewis & Bockius LLP is serving as
U.S. legal advisor to the Company. The validity of the Merger
and certain other legal matters with respect to Cayman Islands law are being passed upon and
advised for the Company by Conyers
Dill & Pearman.
Davis Polk & Wardwell LLP is
serving as U.S. legal counsel to the Buyer Group. The
validity of the Merger and certain other legal matters with respect
to Cayman Islands law are being
passed upon and advised for the Buyer Group by Maples and Calder
(Hong Kong) LLP.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
Merger, which will include the Merger Agreement as an exhibit.
Shareholders and others wishing to obtain additional information
regarding the Merger Agreement and the Merger are urged to review
these documents, which will be available at the SEC's website
(http://www.sec.gov).
In connection with the Merger, the Company and the Buyer Group
will file with the SEC a Schedule 13E-3 transaction statement (the
"Schedule 13E-3"), which will include as an exhibit a preliminary
proxy statement (the "Proxy Statement"). The Company will
distribute the Proxy Statement to the Company's shareholders after
it is finalized. Investors and shareholders are urged to read
carefully and in their entirety the Schedule 13E-3, and in
particular the Proxy Statement, and other materials filed with or
furnished to the SEC when they become available, as they will
contain important information about the Company, the Merger
Agreement, the Merger, and related matters. In addition
to receiving the Proxy Statement by mail, shareholders also will be
able to obtain the full Schedule 13E-3 and the exhibits thereto, as
well as other filings containing information about the Company, the
Merger Agreement, the Merger, and related matters, without charge,
from the SEC's website (http://www.sec.gov), or at the SEC's public
reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549.
The Company and certain of its directors, executive officers,
and other members of management and employees may, under SEC rules,
be deemed to be "participants" in the solicitation of proxies from
the Company's shareholders with respect to the Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the Proxy
Statement.
This announcement is not a solicitation of a proxy, an offer to
purchase, or a solicitation of an offer to sell any securities and
it is not a substitute for the Schedule 13E-3, including the Proxy
Statement, or other filings that may be made with the SEC in
connection with the Merger Agreement and the Merger.
Safe Harbor Statements
This announcement may contain forward-looking statements. Any
such 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," "may," "should," "potential," "continue," "expect,"
"predict," "anticipate," "future," "intend," "plan," "believe,"
"is/are likely to," "estimate" and similar statements. The Company
may also make written or oral forward-looking statements in its
periodic and annual reports to the SEC, in press releases and other
written materials, and in oral statements made by its officers,
directors, or employees to third parties. Statements that are not
historical facts, including statements about the Company's beliefs
and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. Risks and
uncertainties include the possibility that the Merger will not
occur as planned if events arise that result in the termination of
the Merger Agreement, or if one or more of the various closing
conditions to the Merger are not satisfied or waived or if
requisite shareholder approval is not obtained, and other risks and
uncertainties regarding the Merger Agreement and the Merger that
will be discussed in the Proxy Statement. The Company does not
undertake any obligation to update any forward-looking statement or
other information included in this press release, except as may be
required by applicable law.
About China Distance Education Holdings Limited
China Distance Education Holdings Limited is a leading provider
of online education and value-added services for professionals and
corporate clients in China. The
courses offered by the Company through its websites are designed to
help professionals seeking to obtain and maintain professional
licenses and to enhance their job skills through our professional
development courses in China in
the areas of accounting, healthcare, engineering &
construction, legal and other industries. The Company also offers
online test preparation courses for self-taught learners pursuing
higher education diplomas or degrees, and practical accounting
training courses for college students and working professionals. In
addition, the Company provides business services to corporate
clients, including but not limited to tax advisory and accounting
outsourcing services. For further information, please visit
http://ir.cdeledu.com.
Contacts:
In China:
China Distance Education Holdings Limited
Jiao Jiao
Tel: +86-10-8231-9999 ext. 1826
Email: IR@cdeledu.com
The Piacente Group, Inc.
Jenny Cai
Tel: +86-10-6508-0677
E-mail: dl@tpg-ir.com
In the United
States:
The Piacente Group, Inc.
Brandi Piacente
Tel: +1 212-481-2050
Email: dl@tpg-ir.com
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SOURCE China Distance Education Holdings Ltd.