BEIJING, Oct. 27, 2021
/PRNewswire/ -- RISE Education Cayman Ltd ("RISE" or the "Company")
(NASDAQ: REDU), today announced that its board of directors (the
"Board") has received a preliminary non-binding proposal
letter (the "Proposal Letter"), dated October 18, 2021, from Ms. Lihong
Wang, chairwoman of the Board and chief executive officer of
the Company ("Ms. Wang"), to acquire (i) all of the equity
interests in Rise (Tianjin)
Education Information Consulting Co., Ltd ("WFOE") indirectly held
by the Company, and Beijing Step Ahead Education Technology
Development Co., Ltd., a variable interest entity controlled by the
Company and WFOE ("VIE"), and (ii) all of the intellectual
properties used in the conduct of business of WFOE and VIE and
owned by Rise Education International Limited, a wholly-owned
indirect subsidiary of the Company (the entities and assets
described in (i) and (ii), representing substantially all assets of
the Company, collectively the "Target"). The purchase price for the
Target is calculated based on the total enterprise value of the
Target which is effectively equivalent to existing liabilities and obligations of the
Target (including prepaid tuition fees but excluding indebtedness
incurred under that certain offshore loan facility agreement
among the Company, CTBC Bank Co.,
Ltd. and other parties thereto (the "CTBC Facility")). The equity
value of the Target and the purchase price that will actually be
received by the Company in the transaction contemplated by the
Proposal Letter (the "Proposed Transaction") will be zero. The
Proposed Transaction will be subject to the consent by the lenders
under the CTBC Facility.
The Board, with Ms. Wang recused, began to carefully evaluate
the Proposal Letter and the Proposed Transaction. The Board has
engaged China Renaissance Securities (Hong Kong) Limited as its financial advisor.
In this process, the Board will work with its legal and financial
advisors to evaluate the Proposed Transaction and explore any other
alternatives available to the Company that would be in the best
interest of the Company and its shareholders.
There can be no assurance that (i) the Proposal Letter will not
be withdrawn, (ii) the lenders under the CTBC Facility will consent
to the Proposed Transaction, (iii) any definitive agreement
relating to the Proposed Transaction will be entered into, or (iv)
the Proposed Transaction or any other similar transaction will be
approved or consummated. The Company does not undertake any
obligation to provide any updates with respect to this or any other
transaction, except as required under applicable law.
Safe Harbor Statement
This press release contains statements of a forward-looking
nature. These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. You can identify these forward-looking statements by
terminology such as "will," "expects," "believes," "anticipates,"
"intends," "estimates" and similar statements. These
forward-looking statements involve known and unknown risks and
uncertainties and are based on current expectations, assumptions,
estimates and projections about RISE and the industry. All
information provided in this press release is as of the date
hereof, and RISE undertakes no obligation to update any
forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be
required by law. Although RISE believes that the expectations
expressed in these forward-looking statements are reasonable, it
cannot assure you that its expectations will turn out to be
correct, and investors are cautioned that actual results may differ
materially from the anticipated results.
For investor and media inquiries, please contact:
Luna Xing
RISE Education
Email: riseir@rdchina.net
Tel: +86 (10) 8559-9191
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SOURCE RISE Education Cayman Ltd