BEIJING, March 14, 2014 /PRNewswire/ -- ChinaEdu
Corporation (NASDAQ: CEDU) (the "Company"), a leading online
educational services provider in China, today announced that it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held on April 18, 2014, at
2:00 p.m. (Beijing time), at 4th Floor-A, GeHua Building,
QinglongHutong No 1, Dongcheng District, Beijing, China, to consider and vote on, among
others, the proposal to authorize and approve the previously
announced Agreement and Plan of Merger, dated December 31, 2013 (the "Merger Agreement"), among
the Company, ChinaEdu Holdings Limited and ChinaEdu Merger Sub
Limited ("Merger Sub") and the plan of merger required to be filed
with the Registrar of Companies of the Cayman Islands, substantially in the form
attached as Appendix I to the Merger Agreement (the "Plan of
Merger") and the transactions contemplated thereby, including the
Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation. If completed,
the Merger would result in the Company becoming a privately-held
company and its American depositary shares (the "ADSs") would no
longer be listed on NASDAQ and the American depositary shares
program for the ADSs would be terminated. The Company's board of
directors recommends that the shareholders and ADS holders vote
FOR, among others, the proposal to approve the Merger Agreement,
the Plan of Merger and the transactions completed thereby,
including the Merger.
Shareholders of record at the close of business in the
Cayman Islands on March 31, 2014 will be entitled to vote at the
EGM and any adjourned or postponed meeting thereof. The record date
for ADS holders entitled to instruct The Bank of New York Mellon,
the ADS depositary, to vote the shares represented by the ADSs is
the close of business in New York
City on March 17, 2014.
Additional information regarding the EGM and the Merger Agreement
can be found in the Transaction Statement on Schedule 13E-3 and the
proxy statement attached as Exhibit (a)-(1) thereto, as amended,
filed with the U.S. Securities and Exchange Commission (the "SEC"),
which can be obtained from the SEC's website (www.sec.gov).
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
MERGER AND RELATED MATTERS.
This announcement is neither a solicitation of a proxy, 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 filings
that have been or will be made with the SEC. Shareholders who have
questions about the proposed Merger should contact MacKenzie
Partners, Inc. at (800) 322-2885 (toll-free in North America) or +1-212-929-5500
(collect).
About ChinaEdu Corporation
ChinaEdu Corporation is an educational services provider in
China, incorporated as an exempted
limited liability company in the Cayman
Islands. Established in 1999, the Company's primary business
is to provide comprehensive services to the online degree programs
of leading Chinese universities. These services include academic
program development, technology services, enrollment marketing,
student support services and finance operations. The Company's
other lines of businesses include the operation of private primary
and secondary schools, online interactive tutoring services and
providing marketing, support for international and elite curriculum
programs and online learning community for adult students.
The Company believes it is the largest service provider to
online degree programs in China in
terms of the number of higher education institutions that are
served and the number of student enrollments supported. The Company
currently has entered into collaborative alliances with 13
universities, ranging from 15 to 50 years in length. The Company
has also entered into technology agreements with 8 universities.
Besides, ChinaEdu performs recruiting services for 23 universities
through a nationwide learning center network.
Safe Harbor: Forward-Looking Statements
Certain statements contained in this announcement may be viewed
as "forward-looking statements" within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended, and Section 21E of
the U.S. 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 can be identified by
terminology such as "if," "will," "expected," and similar
statements. Forward-looking statements involve inherent risks,
uncertainties and assumptions. Risks, uncertainties and assumptions
include: uncertainties as to how the Company's shareholders will
vote at the meeting of shareholders; the possibility that competing
offers will be made; the possibility that debt financing may not be
available; the possibility that various closing conditions for the
transaction may not be satisfied or waived; and other risks and
uncertainties discussed in documents filed with the SEC by the
Company, as well as the Schedule 13E-3 transaction statement and
the proxy statement to be filed by the Company. These
forward-looking statements reflect the Company's expectations as of
the date of this press release. You should not rely upon these
forward-looking statements as predictions of future events. The
Company undertakes no ongoing obligation, other than that imposed
by law, to update these statements.
For further information, please contact:
Helen Plummer
Senior Investor Relations Coordinator
ChinaEdu Corporation
Phone: +1 908-442-9395
E-mail: helen@chinaedu.net
Simon Mei
Chief Financial Officer
ChinaEdu Corporation
Phone: +86 10 8418-7301
E-mail: simon@chinaedu.net
SOURCE ChinaEdu Corporation