BEIJING, Jan. 29, 2021 /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 called an
extraordinary general meeting of shareholders (the "EGM") to be
held on February 26, 2021 at
10:00 AM (Beijing Time) at the
Company's offices at 18th Floor, Xueyuan
International Tower, 1 Zhichun Road, Haidian District, Beijing 100083, People's Republic of China for the Company's
shareholders to consider and vote upon a proposal to authorize and
approve the previously announced agreement and plan of merger (the
"Merger Agreement") dated December 1,
2020, by and among the Company, Champion Distance Education
Investments Limited ("Parent"), and China Distance Learning
Investments Limited ("Merger Sub"), a wholly-owned subsidiary of
Parent; the plan of merger required to be filed with the Registrar
of Companies of the Cayman Islands
(the "Plan of Merger"); and the transactions contemplated by the
Merger Agreement and the Plan of Merger (the "Transactions"),
including the Merger (as defined below).
If the Merger is approved by the Company's shareholders at the
EGM, subject to the terms and conditions of the Merger Agreement
and the Plan of Merger, at the effective time of the Merger, Merger
Sub will merge with and into the Company and Company will be the
surviving company in the Merger and will continue its operations as
a privately-held, wholly-owned subsidiary of Parent (the "Merger").
If the Merger is completed, the American depositary shares (the
"ADSs") of the Company, each of which represents four ordinary
shares ("Ordinary Shares") of the Company, will no longer be listed
on The New York Stock Exchange and the ADS program will terminate.
In addition, the ADSs and the Ordinary Shares will cease to be
registered under Section 12 of the Securities Exchange Act of
1934.
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a special committee of independent and
disinterested directors established by the Board, authorized and
approved the execution, delivery, and performance of the Merger
Agreement; the Plan of Merger; and the consummation of the
Transactions, including the Merger. The Board has recommended that
holders of the ADSs and Ordinary Shares vote FOR, among other
things, the proposal to authorize and approve the Merger Agreement;
the Plan of Merger; and the Transactions, including the Merger.
Holders of record of Ordinary Shares as of the close of business
in the Cayman Islands on
February 15, 2021 will be entitled to
attend and vote at the EGM and any adjournment thereof in person or
by proxy. Holder of ADSs as of the close of business in
New York City on January 29, 2021 will be entitled to instruct
Deutsche Bank Trust Company Americas, as ADS depositary, to vote
the Ordinary Shares represented by the ADSs at the EGM.
Additional information regarding the EGM, the Merger Agreement;
the Plan of Merger; and the Transactions, including the Merger, can
be found in a Schedule 13E-3 transaction statement (the
"Schedule 13E-3"), which includes a proxy statement attached
as Exhibit (a)–(1) thereto (the "Proxy Statement"), filed by
the Company and the other filing persons named therein with the
Securities and Exchange Commission ("SEC") on January 29, 2021. The full Schedule 13E-3
and the exhibits thereto, including the Proxy Statement, are
available at the SEC's website (http://www.sec.gov). In addition,
the Company will mail a copy of the Proxy Statement to holders of
ADSs and holders of record of Ordinary Shares.
Holders of ADSs and holders of record of Ordinary Shares are
urged to read carefully and in their entirety the Schedule
13E-3, and in particular the Proxy Statement, and any other
materials related thereto that may be filed with or furnished to
the SEC, as they contain important information about the Company;
the Merger Agreement; the Plan of Merger; and the Transactions,
including the Merger.
The Company and certain of its directors, executive officers,
and other members of management and employees may, under rules of
the SEC, be deemed to be "participants" in the solicitation of
proxies from the Company's shareholders with respect to the EGM.
Information regarding the persons who may be considered
"participants" in the solicitation of proxies is 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 EGM; the Merger Agreement; the Plan Merger; and
the Transactions, including the Merger.
Safe Harbor Statement
This announcement contains 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, 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 at the EGM, and
other risks and uncertainties regarding the Merger Agreement and
the Merger that are 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.