HANGZHOU, China,
Sept. 16,
2022 /PRNewswire/ -- Hailiang Education Group Inc.
(Nasdaq: HLG) ("Hailiang Education" or the "Company"), an education
and management services provider in China, today announced the completion of the
merger (the "Merger") with HE Merger Sub Limited ("Merger Sub"), an
exempted company with limited liability incorporated under the laws
of the Cayman Islands and a
wholly-owned subsidiary of Hailiang Education International Limited
("Parent"), pursuant to the previously announced agreement and plan
of merger, dated as of May 7, 2022,
among the Company, Parent and Merger Sub (the "Merger Agreement").
Parent is ultimately controlled by Mr. Hailiang Feng ("Mr. Feng"), the founder of the
Company. Pursuant to the Merger, Merger Sub merged with and into
the Company, with the Company continuing as the surviving company.
As a result of the Merger, the Company has become a privately held
company and its American Depositary Shares (each an "ADS,"
representing 16 ordinary shares of the Company, and collectively,
the "ADSs") will no longer be listed on the NASDAQ Global Market
(the "NASDAQ").
In accordance with the terms of the Merger Agreement, which was
approved by the Company's shareholders at an extraordinary general
meeting held on September 15, 2022,
each ordinary share of the Company, par value US$0.0001 per share, (each a "Share", and
collectively, the "Shares") issued and outstanding immediately
prior to the effective time of the Merger (the "Effective Time")
has been cancelled, in exchange for the right to receive
US$0.894375 in cash without interest
(the "Per Share Merger Consideration"), and each outstanding ADS of
the Company has been cancelled in exchange for the right to receive
US$14.31 in cash without interest
(less a US$0.05 per ADS cancellation
fee) (the "Per ADS Merger Consideration"), in each case, net of any
applicable withholding taxes, except for (a) Shares (including any
such Shares represented by ADSs) beneficially owned by Mr. Feng and
his affiliates immediately prior to the Effective Time, which were
cancelled at the Effective Time for no consideration, (b) Shares
(including any such Shares represented by ADSs) owned by Parent,
Merger Sub or the Company (as treasury shares, if any) or by any of
their direct or indirect subsidiaries, which were cancelled at the
Effective Time for no consideration and (c) Shares owned by
shareholders who have validly exercised and have not effectively
withdrawn or lost their rights to dissent from the Merger in
accordance with Section 238 of the Companies Act (2022 Revision) of
the Cayman Islands (the "Cayman Islands Companies Act"), which were
cancelled at the Effective Time and the former holders thereof are
entitled to payment of the fair value of such Shares as determined
in accordance with the Section 238 of the Cayman Islands Companies
Act.
Former registered shareholders who are entitled to the Per Share
Merger Consideration will receive a letter of transmittal and
instructions on how to surrender their share certificates in
exchange for the Per Share Merger Consideration 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 US$0.05 per
ADS), without interest and net of any applicable withholding taxes,
will be made to holders of ADSs as soon as practicable after
Deutsche Bank Trust Company Americas, the ADS depositary, receives
the aggregate Per ADS Merger Consideration payable to holders of
ADSs.
The Company also announced today that it requested that trading
of its ADSs on the NASDAQ be suspended as of September 16, 2022. The Company requested that
the NASDAQ file a Form 25 with the U.S. Securities and Exchange
Commission (the "SEC") notifying the SEC of the delisting of its
ADSs on the NASDAQ and the deregistration of the Company's
registered securities. 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 intends to suspend its
reporting obligations and terminate registration under the
Securities Exchange Act of 1934, as amended, by filing a
Form 15 with the SEC as promptly as practicable. 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 terminate once the
deregistration becomes effective.
In connection with the Merger, Kroll, LLC, operating through its
Duff & Phelps Opinions Practice, is serving as the financial
advisor to the special committee of the board of directors of the
Company (the "Special Committee"). Orrick, Herrington &
Sutcliffe LLP is serving as U.S. legal counsel to the Special
Committee. Hunter Taubman Fischer
& Li LLC is serving as U.S. legal counsel to the Company.
Conyers Dill & Pearman is
serving as special Cayman Islands
legal counsel to the Company.
VCL LAW LLP is serving as U.S. legal counsel to the buyer
group.
About Hailiang Education Group Inc.
Hailiang Education Group Inc. (Nasdaq: HLG) is an education and
management services provider in China. The Company primarily
focuses on providing distinguished, specialized, and
internationalized education. Hailiang Education is dedicated to
providing students with high-quality high school curriculum
education, student management services, ancillary educational
services, and education and management services, and it strives to
maintain the high quality of its students' life, study, and
development. Hailiang Education adapts its educational services
based upon its students' individual aptitudes. Hailiang Education
is devoted to improving its students' academic capabilities,
cultural accomplishments, and international perspectives. For more
information, please visit http://ir.hailiangedu.com.
Forward-Looking Statements
This press release contains information about Hailiang
Education's view of its future expectations, plans, and prospects
that constitute forward-looking statements. These forward-looking
statements are made under the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical facts in this announcement are
forward-looking statements, including, but not limited to the
following: the Company's ability to consummate the transactions
contemplated under the Merger Agreement as planned, and other risks
detailed in the Company's filings with the U.S. Securities and
Exchange Commission (the "SEC"), as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. Hailiang Education may also make written or oral
forward-looking statements in its periodic reports to the SEC, in
its annual report to shareholders, 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 Hailiang Education's
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties, whether known or unknown, and are based on current
expectations and projections about future events and financial
trends that the Company believes may affect its financial
condition, results of operations, business strategy, and financial
needs. Investors can identify these forward-looking statements by
words or phrases such as "may," "will," "will make," "will be,"
"expect," "anticipate," "aim," "estimate," "intend," "plan,"
"believe," "potential," "continue," "endeavor to," "is/are likely
to," or other similar expressions. Further information regarding
these and other risks is included in our annual report on Form 20-F
and other filings with the SEC. All information provided in this
press release is as of the date of this press release, and Hailiang
Education undertakes no obligation to update any forward-looking
statements, except as may be required under applicable law.
For more information, please contact:
Mr. Litao Qiu
Board Secretary
Hailiang Education Group Inc.
Phone: +86-571-5812-1974
Email: ir@hailiangeducation.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/hailiang-education-announces-completion-of-merger-301626027.html
SOURCE Hailiang Education