SHENZHEN, China, July 25, 2014 /PRNewswire/ -- Noah Education
Holdings Ltd. ("Noah" or the "Company") (NYSE: NED), a leading
provider of education services in China, today announced that at an
extraordinary general meeting held today, the Company's
shareholders voted in favor of the proposal to approve 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.
Of the Company's ordinary shares entitled to vote at the
extraordinary general meeting, approximately 81.6% of such ordinary
shares were voted in person or by proxy at today's meeting. The
proposal to approve the Merger Agreement and the transactions
contemplated thereby, including the Merger, received approval from
holders of approximately 98.3% of the ordinary shares present and
voting in person or by proxy as a single class at the extraordinary
general meeting.
Completion of the Merger is subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement. The
Company will work with the various other parties to the Merger
Agreement to satisfy all other conditions precedent to the Merger
set forth in the Merger Agreement and complete the Merger as
quickly as possible. If and when completed, the 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.
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.
+86-755-8288-9100
Email: ir@noaheducation.com
SOURCE Noah Education Holdings Ltd.