SHENZHEN, China, June 24, 2014 /PRNewswire/ -- Noah Education
Holdings Ltd. ("Noah" or the "Company") (NYSE: NED), a leading
provider of education services in China, today announced that it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held at Unit F, 33rd Floor, NEO Tower A, Che Gong Miao, Futian District, Shenzhen 518048, Guangdong Province, People's Republic of China on July 25, 2014 at 10:00
a.m. (Beijing time) to
consider and vote on, among others, the proposal to authorize,
approve and adopt the previously announced agreement and plan of
merger dated April 2, 2014, which was
amended by Amendment No. 1 to the Agreement and Plan of Merger
dated as of June 9, 2014 (as amended,
the "Merger Agreement"), among the Company, Rainbow Education
Holding Limited and Rainbow Education Merger Sub Holding Limited
("Merger Sub") and the plan of merger required to be filed with the
Registrar of Companies of the Cayman
Islands, substantially in the form attached as Annex A to
the Merger Agreement (the "Plan of Merger") and the transactions
contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation. If completed,
the proposed Merger would result in (i) the unaffiliated
shareholders receiving US$2.85 per
ordinary share and the unaffiliated holders of American depositary
shares of the Company (the "ADSs"), each representing one ordinary
share, receiving US$2.85 per ADS, in
each case, in cash, without interest and net of any applicable
withholding taxes, (ii) the Company becoming a privately-held
company, and (iii) the ADSs no longer being listed on the New York
Stock Exchange. The Company's board of directors, acting upon the
unanimous recommendation of a special committee of the Company's
board of directors composed entirely of independent directors who
are unaffiliated with the buyer group and any of the management
members of the Company, recommends that the shareholders and ADS
holders vote FOR, among others, the proposal to authorize, approve
and adopt the Merger Agreement, the Plan of Merger and the
transactions completed thereby, including the Merger.
Shareholders of record at the close of business in the
Cayman Islands on July 13, 2014 will be entitled to attend and vote
at the EGM and any adjournment thereof. The record date for ADS
holders entitled to instruct The Bank of New York Mellon, the ADS
depositary, to vote the ordinary shares represented by the ADSs is
the close of business (New York
time) on June 27, 2014. Additional
information regarding the EGM and the Merger Agreement can be found
in the transaction statement on Schedule 13E-3 and the proxy
statement attached as Exhibit (a) (1) thereto, as amended, filed
with the U.S. Securities and Exchange Commission (the "SEC"), which
can be obtained, along with other filings containing information
about the Company, the proposed Merger and related matters, without
charge, from the SEC's website www.sec.gov. SHAREHOLDERS
AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED
MATTERS.
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 our
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About Noah Education Holdings Ltd.
Noah Education Holdings Ltd. ("Noah" or "the Company") is a
leading provider of education services in China. The Company operates in three different
segments, with a focus on English language training, high-end
kindergartens, primary and secondary schools, and supplemental
education.
Noah owns and operates 48 high-end kindergartens located in the
Guangdong Province, Hunan Province and Yangtze River Delta. It
owns and operates five primary and secondary schools, which are all
based in Guangdong Province. The
Company also owns and operates 10 supplemental education centers in
Hunan Province and Shanxi Province, which focuses on English
language training for children aged 3-12.
Noah was founded in 2004 and is listed on the New York Stock
Exchange under the ticker symbol NED. For more information about
Noah, please visit http://ir.noaheducation.com.
Safe Harbor
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Such statements include, among others, those concerning
expected benefits and costs of the proposed Merger; management
plans relating to the Merger; the expected timing of the completion
of the Merger; the parties' ability to complete the Merger
considering the various closing conditions, including any
conditions related to regulatory approvals, as well as all
assumptions, expectations, predictions, intentions or beliefs about
future events. Forward-looking statements can generally be
identified by the use of forward-looking terminology such as
"will," "should," "may," "believes," "expects" or similar
expressions. All of such assumptions are inherently subject to
uncertainties and contingencies beyond the Company's control and
based upon premises with respect to future business decisions,
which are subject to change. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
Investor Contacts
Noah Education Holdings
Ltd.
Email: ir@noaheducation.com
SOURCE Noah Education Holdings Ltd.