BEIJING, July 27, 2015 /PRNewswire/ -- Xueda Education
Group (NYSE: XUE) ("Xueda" or the "Company"), a leading national
provider of personalized tutoring services for primary and
secondary school students in China, today announced that it has entered
into a definitive agreement and plan of merger (the "Merger
Agreement") with Xiamen Insight Investment Co., Ltd. (Shenzhen: 000526.SZ), a joint stock company
established under the laws of the
People's Republic of China ("Insight"), pursuant to which
Insight will acquire Xueda (the "Transaction") for US$2.75 in cash per ordinary share (a "Share") or
US$5.50 in cash per American
Depositary Share (an "ADS") of the Company. The price represents a
premium of 95.0% over the Company's closing price of US$2.82 per ADS on April
17, 2015, the last trading day prior to April 20, 2015, the date that the Company
announced it had received a "going private" proposal from Insight,
and a premium of 86.8% and 97.2% to the volume-weighted average
price of the Company's ADSs during the 30 and 60 trading days prior
to April 20, 2015, respectively.
Immediately following completion of the Transaction, Insight
will own all of the shares of the Company. Certain founders of the
Company, (a) Mr. Xin Jin, the
Company's chief executive officer, (b) Mr. Rubin Li, the chairman of the Company's board of
directors (the "Board") and (c) Mr. Jinbo Yao (collectively, the
"Founders"), affiliated entities through which the Founders
beneficially own their Shares, and Insight have entered into a
support agreement pursuant to which each Founder has agreed, among
other things, to vote all of the Shares beneficially owned by him
in favor of the authorization and approval of the Merger Agreement
and the Transaction. The Founders currently beneficially own, in
the aggregate, approximately 58.4% of the outstanding Shares
(excluding options and restricted share units) of the Company.
The Board, acting upon the unanimous recommendation of a
committee of independent directors established by the Board (the
"Independent Committee"), unanimously approved the Merger Agreement
and the Transaction and resolved to recommend that the Company's
shareholders vote to authorize and approve the Merger Agreement and
the Transaction. The Independent Committee, which is composed
solely of independent and disinterested directors, negotiated the
terms of the Merger Agreement with the assistance of its financial
and legal advisors.
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the Merger (the "Effective Time"), a
newly-formed subsidiary of Insight will merge with and into the
Company, with the Company continuing as the surviving corporation
and a wholly-owned subsidiary of Insight. Pursuant to the Merger
Agreement, and immediately prior to the Effective Time, each Share
issued and outstanding immediately prior to the Effective Time will
be cancelled and cease to exist in exchange for the right to
receive US$2.75 in cash, without
interest and net of applicable withholding taxes, and each ADS
issued and outstanding immediately prior to the Effective Time will
represent the right to surrender the ADS in exchange for
US$5.50 in cash, without interest and
net of applicable withholding taxes, other than Shares owned by
shareholders who have validly exercised and not effectively
withdrawn or lost their right to dissent from the Transaction under
the Cayman Companies Law. If completed, the Transaction will result
in the Company becoming a privately-held company and its ADSs will
no longer be listed on The New York Stock Exchange.
The Transaction, which is currently expected to close in the
fourth quarter of 2015, is subject to various closing conditions,
including (i) a condition that the Merger Agreement be authorized
and approved by an affirmative vote of shareholders representing
two-thirds or more of the Shares present and voting in person or by
proxy as a single class at a meeting of the Company's shareholders
convened to consider the authorization and approval of the Merger
Agreement and the Transaction, (ii) a condition that the Merger
Agreement be authorized and approved by an affirmative vote of
shareholders representing two-thirds or more of the voting rights
of Insight present and voting in person or by proxy at a meeting of
Insight's shareholders convened to consider the authorization and
approval of the Merger Agreement and the Transaction and (iii)
other customary closing conditions, including obtaining required
regulatory approvals in the People's
Republic of China ("PRC").
The Company and Insight will prepare and file with the U.S.
Securities and Exchange Commission (the "SEC") a Schedule 13E-3
transaction statement, which will include a proxy statement of the
Company. The Schedule 13E-3 will include a description of the
Merger Agreement and contain other important information about the
Transaction and the Company and the other participants in the
Transaction.
Lazard Asia (Hong Kong) Limited
("Lazard") is serving as financial advisor to the Independent
Committee. Weil, Gotshal & Manges LLP is serving as U.S. legal
advisor to the Independent Committee and Maples & Calder is
serving as Cayman Islands legal
advisor to the Independent Committee. Simpson Thacher &
Bartlett is serving as U.S. legal advisor to the Company. Walkers
and Commerce & Finance Law Offices are serving as Cayman Islands legal advisor and PRC legal
advisor to the Company, respectively. Paul Hastings LLP is serving
as legal advisor to Lazard. Kirkland & Ellis is serving as U.S.
legal advisor to the Founders and Han Kun Law Firm is serving as
PRC legal advisor to the Founders.
CITIC Securities Company Limited is serving as financial advisor
to Insight. Morrison & Foerster LLP is serving as U.S.
legal advisor to Insight, and Zhong Lun Law Firm and Travers Thorp
Alberga are serving as PRC legal advisor and Cayman Islands legal advisor to Insight,
respectively.
Additional Information about the Transaction
In connection with Transaction, the Company will prepare and
mail to its shareholders a proxy statement that will include a copy
of the Merger Agreement. In addition, certain participants in the
proposed Transaction will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the Company's proxy statement. These documents will be
filed with or furnished to the SEC.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
TRANSACTION AND RELATED MATTERS. In addition to receiving the proxy
statement and Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
Transaction and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Xueda Education Group
A-4 Xibahe Beili, Chaoyang District
Beijing 100028, People's Republic of China
(+86-10) 6427-8899 ext. 6619
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the Transaction. Information regarding
the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the
Transaction when it is filed with the SEC. Additional information
regarding the interests of such potential participants will be
included in the proxy statement and Schedule 13E-3 transaction
statement and the other relevant documents filed with the SEC when
they become available.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other
materials that may be filed or furnished with the SEC should the
Transaction proceed.
About Xueda Education Group
Xueda Education Group ("Xueda") is a leading national provider
of personalized tutoring services for primary and secondary school
students in China. For more
information about Xueda, please visit http://ir.xueda.com.
Forward-looking Statements
All statements included in this press release, other than
statements or characterizations of historical fact, are
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and as defined in the
U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on our current expectations,
market and operating conditions, estimates and projections about
our industry, management's beliefs, and certain assumptions made by
us, all of which are subject to change. Forward-looking statements
can often be identified by words such as "anticipates," "expects,"
"intends," "plans," "predicts," "believes," "seeks," "estimates,"
"may," "will," "should," "would," "could," "potential," "continue,"
"ongoing," "targets" and similar expressions, and variations or
negatives of these words. These forward-looking statements are not
guarantees of future results and are subject to risks and
uncertainties beyond our control, which could cause our actual
results to differ materially and adversely from those expressed in
any forward-looking statement. Further information regarding these
and other risks, uncertainties or factors is included in our
filings with the U.S. Securities and Exchange Commission. We do not
undertake any obligation to update any forward-looking statement as
a result of new information, future events or otherwise, except as
required under applicable law.
Contact:
Xueda Education Group
Ross Warner
Tel: +86-10-6427-8899 ext. 6619
Email: investor_relations@xueda.com
Asia Bridge Capital Limited
Wendy Sun
Tel: +86-10-8556-9033 (China)
+1-888-550-8392 (U.S.)
Email: wendy.sun@asiabridgegroup.com
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SOURCE Xueda Education Group