SHENZHEN, China, July 30, 2014 /PRNewswire/ -- Noah Education
Holdings Ltd. ("Noah" or the "Company") (NYSE: NED), a leading
provider of education services in China, today announced the completion of the
merger contemplated by 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 ("Parent") and Rainbow Education Merger Sub Holding
Limited. As a result of the merger, the Company became a wholly
owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on July 25, 2014, each outstanding
ordinary share of the Company ("Share") has been cancelled in
exchange for the right to receive $2.85 per Share and each American depositary
share ("ADS"), each representing one Share, has been cancelled in
exchange for the right to receive $2.85 per ADS (less $0.05 per ADS cancellation fee pursuant to the
terms of the deposit agreement, dated October 18, 2007 among the Company, The Bank of
New York Mellon (the "ADS Depositary") and all holders from time to
time of ADSs issued thereunder), in each case, in cash, without
interest and net of any applicable withholding taxes, other than
(a) certain Shares held by each of the Rollover Shareholders as set
forth in a support agreement dated as of April 2, 2014, which was amended by Amendment No.
1 to the Support Agreement dated as of June
9, 2014, entered into by the Rollover Shareholders and
Parent, (b) Shares held by Parent, the Company or any of their
Subsidiaries, and (c) Shares held by the ADS Depositary that are
not represented by ADSs, all of which were cancelled and ceased to
exist at the effective time of the Merger for no
consideration. The Company did not receive any notice of
objection from any shareholder prior to the vote to approve the
Merger, which is required for exercising any dissenter rights.
Registered shareholders entitled to the merger consideration
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration and should wait to receive the letter of transmittal
before surrendering their share certificates. Payment of the merger
consideration will be made to surrendering ADS holders and holders
of ADSs in uncertificated form as soon as practicable after the ADS
Depositary receives the merger consideration.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange (the "NYSE") to be
suspended as of 4:00 p.m.
(New York time) on July 30, 2014. The Company requested that the
NYSE file a Form 25 with the Securities and Exchange Commission
(the "SEC") notifying the SEC of the delisting of its ADSs on the
NYSE and the deregistration of the Company's registered securities.
The Company intends to terminate its reporting obligations under
the Securities Exchange Act of 1934, as amended, by promptly filing
a Form 15 with the SEC. The Company's obligation to file with 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 cease once the deregistration becomes effective.
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. Forward-looking statements can generally be identified
by the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. Such
information is based upon expectations of the Company's management
that were reasonable when made but may prove to be incorrect. 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
Phone: +86-755-8288 9128
SOURCE Noah Education Holdings Ltd.