BEIJING, June 8, 2020 /PRNewswire/ -- China Distance
Education Holdings Limited (NYSE: DL) ("CDEL", or the "Company"), a
leading provider of online education and value-added services for
professionals and corporate clients in China, today announced that its Board of
Directors (the "Board") has received a preliminary non-binding
proposal letter dated June 8, 2020 (the "Proposal
Letter") from Mr. Zhengdong Zhu,
co-founder, chairman of the Board and chief executive officer of
the Company ("Mr. Zhu"), Ms. Baohong
Yin, co-founder of the Company, deputy chairman of the Board
and the spouse of Mr. Zhu and their affiliated entity
(collectively, the "Buyer Group") to acquire all of the outstanding
ordinary shares of the Company, including ordinary shares
represented by American depositary shares (the "ADSs", each
representing four ordinary shares), for US$2.27 in cash per ordinary share, or
US$9.08 in cash per ADS (the
"Proposed Transaction"). A copy of the proposal letter is attached
hereto as Exhibit A.
According to the Proposal Letter, the Buyer Group intends to
fund the consideration payable in the Proposed Transaction with a
combination of debt and/or equity capital. Equity financing is
expected to be provided by the Buyer Group and from any additional
equity investor who may be admitted to the Buyer Group. Debt
financing is expected to be provided by loans from third party
financial institutions.
The Board will consider the Proposed Transaction. The Board
cautions the Company's shareholders and others considering trading
the Company's securities that the Board has just received the
Proposal Letter and has not had an opportunity to carefully review
and evaluate the proposal or make any decision with respect to the
Company's response to the proposal. There can be no assurance that
any definitive offer will be made, that any definitive agreement
will be executed relating to the Proposed Transaction or that this
or any other 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.
About China Distance Education Holdings Limited
China Distance Education Holdings Limited is a leading provider
of online education and value-added services for professionals and
corporate clients in China. The
courses offered by the Company through its websites are designed to
help professionals seeking to obtain and maintain professional
licenses and to enhance their job skills through our professional
development courses in China in
the areas of accounting, healthcare, engineering &
construction, legal and other industries. The Company also offers
online test preparation courses for self-taught learners pursuing
higher education diplomas or degrees, and practical accounting
training courses for college students and working professionals. In
addition, the Company provides business services to corporate
clients, including but not limited to tax advisory and accounting
outsourcing services. For further information, please visit
http://ir.cdeledu.com.
Safe Harbor Statements
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "may," "should," "potential," "continue," "expect,"
"predict," "anticipate," "future," "intend," "plan," "believe,"
"is/are likely to," "estimate" and similar statements. The Company
may also make written or oral forward-looking statements in its
periodic and annual reports to the SEC, 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 the Company's beliefs
and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: the impact of the COVID-19 outbreak, our
goals and growth strategies; future prospects and market acceptance
of our courses and other products and services; our future business
development and results of operations; projected revenues, profits,
earnings and other estimated financial information; projected
enrollment numbers; our plans to expand and enhance our courses and
other products and services; anticipated benefits of acquisition or
disposal of businesses, competition in the education and test
preparation markets; and Chinese laws, regulations and policies,
including those applicable to the Internet, Internet content
providers, the education and telecommunications industries, mergers
and acquisitions, taxation and foreign exchange.
Contacts:
In China:
China
Distance Education Holdings Limited
Jiao Jiao
Tel: +86-10-8231-9999 ext. 1826
Email: IR@cdeledu.com
The Piacente Group, Inc.
Xi Zhang
Tel: +86-10-6508-0677
E-mail: dl@tpg-ir.com
In the United
States:
The Piacente Group, Inc.
Brandi Piacente
Tel: +1 212-481-2050
Email: dl@tpg-ir.com
Exhibit A
Non-binding Proposal Letter from the Buyer Group
June 8, 2020
The Board of Directors
China Distance Education Holdings Limited
18th Floor, Xueyuan International Tower
1 Zhichun Road,
Haidian District, Beijing
100083
People's Republic of China
Dear Directors:
Mr. Zhengdong Zhu, co-founder,
chairman of the Board of Directors (the "Board"), and chief
executive officer of China Distance Education Holdings Limited (the
"Company"), Ms. Baohong Yin,
co-founder of the Company, deputy chairman of the Board and the
spouse of Mr. Zhu and their affiliated entity (collectively, the
"Buyer Group"), are pleased to submit this preliminary
non-binding proposal to acquire all outstanding ordinary shares
(the "Shares") and American depositary shares
("ADSs", each representing four Shares) of the Company not
owned by the Buyer Group in a going-private transaction (the
"Acquisition"). Our proposed purchase price is US$9.08 per ADS in cash. The Buyer Group
currently beneficially owns approximately 39.17% of all the issued
and outstanding Shares of the Company, which represent
approximately 39.17% of the aggregate voting power of the
Company.
We believe that our proposal provides a very attractive
opportunity to the Company's shareholders. This price represents a
premium of 25.8% to the closing price of the Company's ADS on
June 5, 2020, the last trading day
prior to the date hereof and a premium of 28.2% and 30.1% to the
volume-weighted average closing price of the Company's ADSs during
the last seven and 30 calendar days, respectively.
The terms and conditions upon which we are prepared to pursue
the Acquisition are set forth below. We are confident in our
ability to consummate an Acquisition outlined in this letter.
1. Purchase Price. Our proposed consideration payable for
the Shares acquired in the Acquisition is US$9.08 per ADS, or US$2.27 per Share in cash (in each case other
than those ADSs or Shares held by the Buyer Group that may be
rolled over in connection with the Acquisition).
2. Financing. We intend to finance the Acquisition with a
combination of debt and/or equity capital. Equity financing is
expected to be provided by the Buyer Group and from any additional
equity investor who may be admitted to the Buyer Group. Debt
financing is expected to be provided by loans from third party
financial institutions. We are confident that we can timely secure
adequate financing to consummate the Acquisition.
3. Due Diligence. The Buyer Group and the other parties
providing financing will require a timely opportunity to conduct
customary due diligence on the Company and its subsidiaries. We
would like to ask the Board to accommodate such due diligence
request and approve the provision of confidential information
relating to the Company and its business to possible sources of
equity and debt financing subject to a customary form of
confidentiality agreement. We have engaged Davis Polk & Wardwell LLP as our
international legal counsel. We believe that we will be in a
position to complete customary legal, financial and accounting due
diligence for the Acquisition in a timely manner and in parallel
with discussions on the definitive agreements.
4. Definitive Agreement. We are prepared to negotiate and
finalize definitive agreements expeditiously. This letter is
subject to execution of the definitive agreements. These documents
will provide for representations, warranties, covenants and
conditions which are typical, customary and appropriate for
transactions of this type.
5. Confidentiality. We are sure you will agree with us
that it is in all of our interests to ensure that our discussions
relating to the Acquisition proceed in a strictly confidential
manner, unless otherwise required by law, until we have executed
the definitive agreements or terminated our discussions.
6. Process. We believe that the Acquisition will provide
superior value to the Company's shareholders. We recognize of
course that the Board will evaluate the Acquisition independently
before it can make its determination whether to endorse it. Given
the involvement of Mr. Zhu and Ms. Yin in the Acquisition, we
appreciate that the independent members of the Board will proceed
to consider the proposed Acquisition and that Mr. Zhu and Ms. Yin
will recuse themselves from participating in any Board
deliberations and decisions related to the Acquisition.
7. No Binding Commitment. This letter is not a binding
offer, agreement or agreement to make a binding offer or agreement
at any point in the future. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding offer, agreement or commitment with respect to the
Acquisition. Such a binding commitment will result only from the
execution of definitive agreements, and then will be on the terms
and conditions provided in such documentation.
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. Should you have any questions regarding this letter,
please do not hesitate to contact us. We look forward to hearing
from you.
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SOURCE China Distance Education Holdings Ltd.