Posted: October 27, 2021 at 7:10 a.m. EDT|Update: 25 minutes ago
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 notice a non-binding proposal letter (the “proposal letter”), dated October 18, 2021, from Ms. Lihong Wang, Chairman of the Board and Chief Executive Officer of the Company (“Ms. Wang”), to acquire (i) all interests in Rise (Tianjin) Education Information Consulting Co., Ltd. (“WFOE”) indirectly owned by the Company and Beijing Step Ahead Education Technology Development Co., Ltd., a variable rights entity controlled by the Company and WFOE (“VIE”), and (ii) all intellectual property used in the conduct of the business of WFOE and VIE and owned by Rise Education International Limited, an indirect wholly owned subsidiary of the Company (the entities and assets described in (i) and (ii) , representing almost all of the assets of the Company, collectively the “Target”). The purchase price of the Target is calculated based on the total enterprise value of the Target which is effectively equivalent to existing target liabilities and obligations (including prepaid tuition fees, but excluding debts incurred under this offshore loan facility agreement among the Company, CTBC Bank Co., Ltd. and other parties thereto (the “CTBC Facility”). The Target’s Net Worth and the Purchase Price that will actually be received by the Company in the transaction contemplated by the Letter of Proposal (the “Proposed Transaction”) will be zero. The proposed transaction will be subject to the consent of the lenders under the CTBC Facility.
The Board, with Ms. Wang disqualified, began to carefully assess the letter of proposal and the proposed transaction. The Board hired China Renaissance Securities (Hong Kong) Limited as financial advisor. In this process, the board will work with its legal and financial advisors to assess the proposed transaction and explore any other alternatives available to the company that would be in the best interests of the company and its shareholders.
There can be no assurance that (i) the letter of proposal will not be withdrawn, (ii) the lenders under the CTBC Facility will consent to the proposed transaction, (iii) any definitive agreement relating to the proposed transaction will be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 completed. The Company makes no commitment to provide updates regarding this or any other transaction, except as required by applicable law.
Safe Harbor Declaration
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. “intentions”, “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 regarding RISE and the industry. All information provided in this press release is as of the date hereof, and RISE does not undertake to update any forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, unless the law requires it. Although RISE believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will prove to be correct, and investors are cautioned that actual results may differ materially from anticipated results.
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E-mail: [email protected]
Phone. : +86 (10) 8559-9191
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SOURCE RISE Education Cayman Ltd
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