BEIJING, Oct. 18,
2023 /PRNewswire/ -- Gravitas Education Holdings,
Inc. (NYSE: GEHI) ("GEHI" or the "Company"), a leading early
childhood education service provider in China, today announced that the Company
entered into an omnibus amendment and waiver (the "Amendment
Agreement") to extend the outside date of the closing (the
"Closing") of the Merger (as defined below) to January 18, 2024 considering the extra time that
may be needed for the parties to complete the Merger.
As previously announced, the Company, Bright Sunlight Limited, a
Cayman Islands exempted company
and a direct, wholly owned subsidiary of the Company (the "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 entered into the agreement and plan of merger (the
"Merger Agreement") on April 18,
2023, which contemplates 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 wholly owned by Best Assistant
("eLMTree"), and 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"). eLMTree has
executed and delivered a joinder to the Merger Agreement on
August 18, 2023.
Pursuant to the Amendment Agreement, the parties also agreed to
change the composition of the board of the Company immediately
after the effective time of the Merger, to adjust the number of
shares of the Company to be sold by certain existing shareholders
of the Company pursuant to a share purchase agreement dated
April 18, 2023, to NetDragon Websoft
Inc., a company incorporated in the British Virgin Islands and a wholly-owned
subsidiary of NetDragon (the "Secondary Sale"), to waive certain
condition precedent to the closing of the Secondary Sale and the
closing of the divestiture of the Company's education business in
China to Rainbow Companion, Inc.,
and on certain additional logistical matters related to the
Closing.
About Gravitas Education Holdings, Inc.
Founded on the core values of "Care" and "Responsibility,"
"Inspire" and "Innovate," Gravitas Education Holdings, Inc.
(formerly known as RYB Education, Inc.) is a leading early
childhood education service provider in China. Since opening
its first play-and-learn center in 1998, the Company has grown and
flourished with the mission to provide high-quality, individualized
and age-appropriate care and education to nurture and inspire each
child for his or her betterment in life. During its two
decades of operating history, the Company has built itself into a
well-recognized education brand and helped bring about many new
educational practices in China's
early childhood education industry. GEHI's comprehensive
early childhood education solutions meet the needs of children from
infancy to 6 years old through structured courses at kindergartens
and play-and-learn centers, as well as at-home educational products
and services.
Safe Harbor Statement
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," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident" and similar statements.
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 Company's brand recognition and market reputation;
student enrollment in the Company's teaching facilities; the
Company's growth strategies; its future business development,
results of operations and financial condition; trends and
competition in China's early childhood education market;
changes in its revenues and certain cost or expense items; the
expected growth of the Chinese early childhood education market;
Chinese governmental policies relating to the Company's industry
and general economic conditions in China. Further
information regarding these and other risks is included in the
Company's filings with the SEC. All information provided in
this press release and in the attachments is as of the date of this
press release, and the Company undertakes no obligation to update
any forward-looking statement, except as required under applicable
law.
CONTACT: Gravitas Education Holdings, Inc., Investor
Relations, E-mail: ir@geh.com.cn
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SOURCE Gravitas Education Holdings Inc.