BEIJING, Dec. 6, 2021 /PRNewswire/ -- RISE Education
Cayman Ltd ("RISE" or the "Company") (NASDAQ: REDU), today
announced that it will hold an extraordinary general meeting of
shareholders (the "EGM") at Room 101, Jia He Guo Xin Mansion, No.
15 Baiqiao Street Guangqumennei, Dongcheng District, Beijing 100062, People's Republic of China, on Thursday, December 23, 2021 at 4:00 pm. (Beijing time), for the purposes of considering
and, if thought fit, passing the following resolutions:
SPECIAL RESOLUTION at the EGM:
- To consider and approve the sale (the "Sale") of
(i) all of the equity interests in Rise (Tianjin) Education Information Consulting Co.,
Ltd. ("WFOE") to Wuhan Xinsili Culture Development Co., Ltd. (the
"Buyer SPV") in consideration of the Buyer SPV (a) paying to RISE
Education International Limited ("Rise HK") consideration of
RMB1 or in a foreign currency
equivalent to RMB1, and (b) assuming
all liabilities of WFOE and its subsidiaries, as contemplated by
and pursuant to the terms and conditions of the purchase agreement
(the "WFOE Purchase Agreement"); and
(ii) all of the equity interests in Rise HK and Rise IP (Cayman)
Limited ("Rise IP") to Bain Capital Rise Education IV Cayman
Limited (the "Shareholder") in consideration of the Shareholder (a)
paying US$2,500,000 to the Company,
for the purposes of paying the lenders in settlement of the
facilities agreement dated March 18,
2021 relating to the term and revolving facilities of up to
an aggregate amount of US$80,000,000,
as contemplated by and pursuant to the terms and conditions of the
share purchase agreement (the "IP Holdco Purchase Agreement",
collectively with the WFOE Purchase Agreement, the "Purchase
Agreements"), and (b) causing Rise HK and/or Rise IP to grant WFOE
or entities designated by the Buyer SPV a royalty-free, perpetual,
irrevocable and exclusive license over all intellectual property
rights owned by or licensed to Rise HK and/or Rise IP.
ORDINARY RESOLUTION at the EGM:
- To consider and approve to instruct the chairperson of the EGM
to adjourn of the EGM in order to allow the Company to solicit
additional proxies in the event that there are insufficient votes
at the time of the meeting to approve the Sale and adopt and
approve the Purchase Agreements and the transactions contemplated
thereby.
Holders of record of ordinary shares of the Company at the close
of business in the People's Republic of
China on December 8, 2021 are
entitled to notice of, and to vote at, the EGM or any adjournment
thereof. Holders of the Company's American depositary shares
("ADSs") who wish to exercise their voting rights for the
underlying ordinary shares must act through the depositary of the
Company's ADS program, JP Morgan Chase Bank, N.A.
The notice of the EGM and the proxy materials related to the EGM
will be available on December 6, 2021
in the "Investors" section of RISE's corporate website at:
https://ir.risecenter.com/.
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