HANGZHOU, China, May 9, 2022
/PRNewswire/ -- Hailiang Education Group Inc. (Nasdaq: HLG),
("Hailiang Education" or the "Company" or "We"), an education and
management services provider in China, today
announced that it has entered into a definitive Agreement and
Plan of Merger (the "Merger Agreement") with Hailiang Education
International Limited, an exempted company with limited liability
incorporated under the law of the Cayman
Islands ("Parent") and HE Merger Sub Limited, an exempted
company with limited liability incorporated under the law of the
Cayman Islands and a wholly-owned
subsidiary of Parent ("Merger Sub"). Pursuant to the Merger
Agreement and subject to the terms and conditions thereof, Merger
Sub will merge with and into the Company, with the Company
continuing as the surviving company and becoming a wholly-owned
subsidiary of Parent (the "Merger"), in a transaction implying an
equity value of the Company of approximately US$368.89 million. Parent is ultimately
controlled by Mr. Hailiang Feng
("Mr. Feng"), the founder of the Company.
![(PRNewsfoto/Hailiang Education Group Inc.) (PRNewsfoto/Hailiang Education Group Inc.)](https://mma.prnewswire.com/media/999307/Hailiang_Logo.jpg)
Pursuant to the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each ordinary share of the Company
(each a "Share") issued and outstanding immediately prior to the
Effective Time will be cancelled and cease to exist, in exchange
for the right to receive US$0.894375
in cash without interest (the "Per Share Merger Consideration"),
and each outstanding American Depositary Share of the Company (each
an "ADS," representing 16 Shares, and collectively, the "ADSs")
will be cancelled in exchange for the right to receive US$14.31 in cash without interest (the "Per ADS
Merger Consideration"), except for (a) Shares (including Shares
represented by ADSs) beneficially owned by Mr. Feng and his
affiliates (the "Rollover Securityholders"), which will be rolled
over in the transaction, (b) Shares (including 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,
and (c) Shares that are held by a holder who has validly exercised
and not withdrawn or lost its right to dissent from the Merger
pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled and
cease to exist and will entitle the former holder thereof to
receive payment of the fair value of such dissenting shares in
accordance with Section 238 of the Companies Law of the
Cayman Islands.
The Per ADS Merger Consideration represents a premium of 24.98%
to the closing price of the Company's ADSs on December 22, 2021, the last trading day prior to
the Company's announcement of its receipt of the "going-private"
proposal from Mr. Feng, and a premium of 11.75% to the
volume-weighted average closing price of the Company's ADSs during
the last seven trading days prior to the Company's receipt of the
"going-private" proposal.
Parent and its affiliates (the "Buyer Group"), including the
Rollover Securityholders, intend to fund the Merger with a
combination of rollover equity and cash, and Hailiang Group Co.,
Ltd. has delivered copy of an executed equity commitment letter to
the Company.
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a special committee of independent
directors established by the Board (the "Special Committee"),
approved the Merger Agreement, the Merger and other transactions
contemplated under the Merger Agreement, and resolved to recommend
that the Company's shareholders vote to authorize and approve the
Merger Agreement and the Merger. The Special Committee negotiated
the terms of the Merger Agreement with the assistance of its
financial and legal advisors.
The Merger is currently expected to close during the third
quarter of 2022 and is subject to customary closing conditions,
including the approval of the Merger Agreement by the affirmative
vote of shareholders representing not less than two-thirds of the
votes cast, present and voting in person or by proxy at a meeting
of the Company's shareholders. The Rollover Securityholders have
each agreed to vote and cause to be voted all of the Shares and
ADSs they beneficially own, which represent approximately 87.28% of
the voting rights attached to the outstanding Shares of the Company
as of the date of the Merger Agreement, in favor of the
authorization and approval of the Merger Agreement and the Merger.
If completed, the Merger will result in the Company becoming a
privately held company wholly owned by Parent and its ADSs will no
longer be listed on The Nasdaq Global Market.
The Company will prepare and file with the U.S. Securities and
Exchange Commission a Schedule 13E-3 transaction statement, which
will include a proxy statement of the Company. The Schedule 13E-3
will include a description of the Merger Agreement and contain
other important information about the Merger, the Company and the
other participants in the Merger.
Kroll, LLC, operating through its Duff & Phelps Opinions
Practice, is serving as the financial advisor to 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 LLP is serving as
Cayman Islands legal counsel to
the Company.
VCL LAW LLP is serving as U.S. legal counsel to the Buyer
Group.
Additional Information about the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
Merger, which will include as an exhibit thereto the Merger
Agreement. All parties desiring details regarding the Merger
Agreement are urged to review these documents, which will be
available at the SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the Merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the proxy statement. These documents will be filed with or
furnished to the SEC. SHAREHOLDERS AND INVESTORS 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
MERGER AND RELATED MATTERS. In addition to receiving the proxy
statement and the Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
Merger and related matters, without charge, from the SEC's website
(http://www.sec.gov).
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 the
Company's shareholders with respect to the Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the Merger
when it is filed with the SEC. Additional information regarding the
interests of such potential participants will be included in the
proxy statement and Schedule 13E-3 transaction statement and the
other relevant documents filed with the SEC when they become
available.
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 may be made with the SEC should the Merger proceed.
About Hailiang Education Group Inc.
Hailiang Education Group Inc. (Nasdaq: HLG) is an education and
management service providers 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: general economic conditions in China, competition
in the education industry in China, the expected growth of the
Chinese private education market, Chinese governmental policies
relating to private educational services and providers of such
services, health epidemics and other outbreaks in China, the
Company's business plans, the Company's future business
development, results of operations, and financial condition,
expected changes in the Company's revenue and certain cost or
expense items, its ability to raise additional funding, its ability
to maintain and grow its business, variability of operating
results, its ability to maintain and enhance its brand, its
development and introduction of new products and services, the
number of students entrusted by schools, the successful integration
of acquired companies, technologies and assets into its portfolio
of software and services, marketing and other business development
initiatives, dependence on key personnel, the ability to attract,
hire, and retain personnel who possess the technical skills and
experience necessary to meet the requirements of its clients, and
its ability to protect its intellectual property, the outcome of
ongoing, or any future, litigation or arbitration, including those
relating to copyright and other intellectual property rights, the
possibility that various closing conditions for the proposed
transaction under the Merger Agreement may not be satisfied or
waived, 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
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SOURCE Hailiang Education