NEW YORK, March 18, 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 the completion of its
merger (the "Merger") with China Distance Learning Investments
Limited ("Merger Sub"), a wholly-owned subsidiary of Champion
Distance Education Investments Limited ("Parent"), pursuant to the
agreement and plan of merger (the "Merger Agreement"), dated as of
December 1, 2020, by and among the
Company, Parent and Merger Sub. As a result of the Merger, the
Company ceased to be a publicly-traded company and became a
wholly-owned subsidiary of Parent.
Pursuant to the Merger Agreement, which was approved by the
Company's shareholders at an extraordinary general meeting held on
February 26, 2021, all the
ordinary shares, par value $0.0001
per share, of the Company ("Ordinary Shares"), including Ordinary
Shares represented by American depositary shares ("ADSs"), each ADS
representing four Ordinary Shares, that were issued and outstanding
immediately prior to the effective time of the Merger (the
"Effective Time"), other than the Excluded Shares (as defined in
the Merger Agreement) and ADSs representing the Excluded Shares,
were cancelled and ceased to exist 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").
Shareholders of record as of immediately prior to the Effective
Time who were entitled to the Per Share Merger Consideration will
receive from the paying agent a letter of transmittal and
instructions on how to surrender their share certificates, if any,
representing their Ordinary Shares in exchange for the Per Share
Merger Consideration, without interest and net of any applicable
withholding taxes, and should wait to receive the letter of
transmittal before surrendering their share certificates. Payment
of the Per ADS Merger Consideration (less an ADS cancellation fee
of $0.05 per ADS), without interest
and net of any applicable withholding taxes, will be made to
holders of ADSs in respect of ADSs they held representing Ordinary
Shares that were issued and outstanding immediately prior to the
Effective Time as soon as practicable after Deutsche Bank Trust
Company Americas, the ADS depositary, receives the aggregate Per
ADS Merger Consideration from the paying agent.
The Company also announced today that it has requested that
trading of its ADSs on the New York Stock Exchange (the "NYSE") be
suspended and that the NYSE file with the Securities and Exchange
Commission (the "SEC") a Form 25 (the "Form 25") notifying the SEC
of the NYSE's withdrawal of the ADSs from listing on the NYSE and
intention to withdraw the Ordinary Shares from registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Company intends to file with the SEC, 10
days after the NYSE files the Form 25, a Form 15 suspending the
Company's reporting obligations under the Exchange Act and
withdrawing the registration of the Ordinary Shares under the
Exchange Act. 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's obligations to file with or
furnish to the SEC certain reports and forms, including Form 20-F
and Form 6-K, will be suspended immediately as of the filing date
of the Form 15 and will terminate once the deregistration of the
Ordinary Shares becomes effective.
Duff & Phelps, LLC has
served as financial advisor to the special committee of the board
of directors of the Company (the "Special Committee");
Goulston & Storrs PC has served as U.S. legal counsel to
the Special Committee; Morgan
Lewis & Bockius LLP has served as U.S. legal
counsel to the Company; and Conyers Dill & Pearman has
advised the Special Committee and the Company as to Cayman Islands legal matters with respect to
the Merger.
Davis Polk & Wardwell LLP has served as U.S. legal
counsel to Parent, Merger Sub, and the other members of the buyer
group with respect to the Merger (the "Buyer Group"); and Maples
and Calder (Hong Kong)
LLP has advised the Buyer Group as to Cayman Islands legal matters with respect to
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, which involve
inherent risks and uncertainties. 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.