BEIJING, July 31,
2023 /PRNewswire/ -- Gravitas Education
Holdings, Inc. ("GEHI" or the "Company") (NYSE:
GEHI), a leading early childhood education service provider in
China, today announced that it
will hold an extraordinary general meeting of shareholders (the
"EGM") at 3/F, No. 28 Building, Fangguyuan Section 1,
Fangzhuang Fengtai District, Beijing 100078, People's Republic of China, at 10:00 a.m. (Beijing time) on September 11, 2023, for the purposes of
considering and, if thought fit, approving the transactions
contemplated in the Agreement and Plan of Merger (the "Merger
Agreement"), dated April 18,
2023, by and among the Company, Bright Sunlight Limited,
a Cayman Islands exempted company and a direct, wholly
owned subsidiary of the Company ("Merger Sub"), Best
Assistant Education Online Limited, a Cayman
Islands exempted company ("Best Assistant") and a
controlled subsidiary of NetDragon Websoft Holdings Limited (HKEX:
0777, "NetDragon"), a Cayman Islands exempted
company, and solely for purposes of certain named sections thereof,
NetDragon. It is contemplated that Best Assistant will
transfer the education business of NetDragon outside of the PRC to
Elmtree Inc., a Cayman Islands exempted company limited
by shares ("eLMTree") and currently a wholly owned
subsidiary of Best Assistant. Pursuant to the Merger
Agreement, Merger Sub will merge with and into eLMTree with
eLMTree continuing as the surviving company and becoming a wholly
owned subsidiary of the Company (the "Merger").
Pursuant to the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each ordinary share of
eLMTree issued and outstanding immediately prior to the Effective
Time (excluding the Dissenting Shares and the Excluded Shares, each
as defined in the Merger Agreement) will be cancelled in exchange
for the right to receive a number of validly issued, fully paid and
non-assessable ordinary shares of the Company in a transaction
exempt from the registration requirements under the Securities Act
of 1933.
Shareholders of the Company will also be asked to consider and
vote on certain additional Merger-related proposals at the EGM,
including, among others:
- that, subject to and conditional upon the Merger becoming
effective, the fifth amended and restated memorandum and article of
association of the Company be amended and restated by their
deletion in their entirety and the substitution of in their place
of the sixth amended and restated memorandum and articles of
association of the Company (the "A&R MAA") effective
immediately prior to the Effective Time of the Merger;
- that, subject to and conditional upon the Merger becoming
effective, the name of the Company be changed from "Gravitas
Education Holdings, Inc." to "Mynd.ai, Inc." effective immediately
prior to the Effective Time;
- that, subject to and conditional upon the Merger becoming
effective, immediately prior to the Effective Time, the authorized
share capital of the Company be varied as follows: (a) the
authorized share capital of the Company shall be varied to
US$1,000,000 divided into
1,000,000,000 shares comprising of (i) 990,000,000 ordinary shares
of a par value of US$0.001 each (each
a "ListCo Ordinary Share") and (ii) 10,000,000 shares of a
par value of US$0.001 each of such
class or classes (however designated) as the board of directors may
determine in accordance with the A&R MAA, and (b) all Class A
ordinary shares of the Company prior to the adoption of the A&R
MAA, par value US$0.001 per share
("ListCo Class A Ordinary Shares") and all Class B ordinary
shares of the Company prior to the adoption of the A&R MAA, par
value US$0.001 per share ("ListCo
Class B Ordinary Shares") in the authorized share capital
of the Company (including all issued and outstanding ListCo Class A
Ordinary Shares and ListCo Class B Ordinary Shares, and all
authorized but unissued ListCo Class A Ordinary Shares and ListCo
Class B Ordinary Shares) shall be re-designated as ListCo Ordinary
Shares.
Holders of the Company's ordinary shares whose names are on the
register of members of the Company at the close of business in the
Cayman Islands on August 7, 2023, are entitled to notice of, and to
vote at, the EGM or any adjournment or postponement thereof in
person. Holders of the Company's American depositary shares
("ADSs") at the close of business in New York City on August
7, 2023, are entitled to exercise their voting rights for
the underlying ordinary shares and must act through Citibank, N.A.,
the depositary of the Company's ADS program.
The notice of the EGM, which contains the detailed proposals to
be presented at the EGM, and the proxy statement related to the
EGM, are being filed today with the U.S. Securities and Exchange
Commission ("SEC") and can be obtained without charge from
the SEC's website (http://www.sec.gov). These documents are also
available in the "Financial Information" section of the Company's
investor relations website at https://ir.geh.com.cn/. In addition,
the proxy materials (including the proxy statement) will be mailed
to the Company's shareholders and holders of ADSs.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THE PROXY MATERIALS AND OTHER MATERIALS FILED WITH
OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN
VOTING INSTRUCTIONS AND IMPORTANT INFORMATION ABOUT THE COMPANY,
ELMTREE, THE MERGER AND RELATED MATTERS.
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the transactions described above and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of eLMTree or the Company, nor shall there be any
sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
Forward-Looking Statements
This press release contains certain "forward-looking
statements." These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Statements that are not historical facts, including
statements about the pending transactions described herein, and the
parties' perspectives and expectations, are forward-looking
statements. Such statements include, but are not limited to,
statements regarding the Merger, including the equity values, the
benefits of the Merger, expected revenue opportunities, anticipated
future financial and operating performance and results, including
estimates for growth, the expected management and governance of the
combined company, and the expected timing of the transactions. The
words "will," "expect," "believe," "estimate," "intend," "plan" and
similar expressions indicate forward-looking statements.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from the expectations as a
result of a variety of factors. Such forward-looking statements are
based upon management's current expectations and include known and
unknown risks, uncertainties and other factors, many of which are
hard to predict or control, that may cause the actual results,
performance, or plans to differ materially from any future results,
performance or plans expressed or implied by such forward-looking
statements. Such risks and uncertainties include, but are not
limited to: (i) risks related to the expected timing and likelihood
of completion of the Merger, including the risk that the
transaction may not close due to one or more closing conditions to
the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or
that a governmental entity prohibited, delayed or refused to grant
approval for the consummation of the transaction or required
certain conditions, limitations or restrictions in connection with
such approvals; (ii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
applicable transaction agreements; (iii) the risk that there may be
a material adverse change with respect to the financial position,
performance, operations or prospects of the Company or eLMTree;
(iv) risks related to disruption of management time from ongoing
business operations due to the Merger; (v) the risk that any
announcements relating to the Merger could have adverse effects on
the market price of the Company's securities; (vi) the risk that
the Merger and its announcement could have an adverse effect on the
ability of eLMTree to retain customers and retain and hire key
personnel and maintain relationships with their suppliers and
customers and on their operating results and businesses generally;
(vii) any changes in the business or operating prospects of eLMTree
or its businesses; (viii) changes in applicable laws and
regulations; and (ix) risks relating to the combined company's
ability to enhance its services and products, execute its business
strategy, expand its customer base and maintain stable relationship
with its business partners.
A further list and description of risks and uncertainties can be
found in the proxy statement that will be filed with the SEC by the
Company in connection with the Merger, and other documents that the
parties may file with or furnish to the SEC, which you are
encouraged to read. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. Accordingly, you
are cautioned not to place undue reliance on these forward-looking
statements. Forward-looking statements relate only to the date they
were made, and eLMTree, the Company and their subsidiaries and
affiliates undertake no obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made except as required by law or applicable regulation.
Additional Information and Where to Find It
The Company will file with the SEC and mail to its shareholders
and ADS holders a proxy statement in connection with the Merger.
Investors and security holders are urged to read the proxy
statement when it becomes available because it will contain voting
instructions and important information regarding the proposed
arrangement. You may access the proxy statement (when available)
and other related documents filed by the Company with the SEC at
the SEC's website at www.sec.gov. You also may obtain the proxy
statement and other documents filed by the Company with the SEC
relating to the proposed arrangement for free by accessing the
Company's website at https://ir.geh.com.cn/ by clicking on the link
for "Financial Information," and then clicking on the link for "SEC
Filings."
CONTACT: Gravitas Education Holdings, Inc., Investor
Relations, E-mail: ir@geh.com.cn
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SOURCE Gravitas Education Holdings Inc.
