Global Education Announces Notice of Extraordinary General Meeting of Shareholders
December 05 2011 - 6:00AM
Global Education & Technology Group Ltd. (Nasdaq:GEDU) ("Global
Education" or the "Company"), the largest test preparation provider
for the International English Language Testing System ("IELTS") and
a leading provider of educational courses and related services in
China, today announced that it has issued a definitive proxy
statement in connection with the Company's merger agreement with
Pearson plc ("Pearson"). Such proxy materials will be mailed to all
shareholders and holders of American Depositary Shares ("ADSs")
representing the Company's ordinary shares.
An extraordinary general meeting of Global Education
shareholders (the "EGM") to consider and vote upon the proposal to
approve and adopt the merger agreement between Global Education and
Pearson will be held on Monday, December 19, 2011 at 10:30 a.m.
local time at the Company's principal executive offices at 9F Tower
D, Beijing New Logo, A18 Zhongguancun South Street, Haidian
District, Beijing, People's Republic of China. Global Education
shareholders of record as of the close of business on December 9,
2011 will be entitled to vote at the EGM.
Holders of ADSs as of December 2, 2011, the ADS record date, may
instruct JP Morgan Chase Bank, N.A. (the ''ADS depositary'') how to
vote the ordinary shares underlying their ADSs. ADS holders cannot
vote at the EGM directly, however. The ADS depositary must receive
voting instructions no later than 10:30 a.m. New York City time on
December 16, 2011 in order to vote the ordinary shares underlying
ADSs at the EGM.
Global Education and Pearson entered into a definitive merger
agreement on November 19 under which Pearson would acquire Global
Education for $2.7515 per ordinary share (or $11.006 per ADS, each
representing four ordinary shares) in cash.
The Company's Board of Directors ("the Board") has approved the
merger agreement and recommends that the Company's shareholders
vote FOR the approval of the merger and the
approval and adoption of the merger agreement and the other
transactions contemplated thereby. The Board also recommends that
the Company's shareholders vote FOR the proposal
to adjourn the EGM in order to allow the Company to solicit
additional proxies in favor of the approval of the merger and the
approval and adoption of the merger agreement in the event that
there are insufficient proxies received to pass the special
resolution during the EGM.
If the merger is completed, the Company will continue its
operations as a privately held company and will be beneficially
owned by Pearson, and as the result of the merger, the ADSs will no
longer be listed on the NASDAQ Global Select Market.
Additional Information about the
Transaction
The Company has furnished to the SEC a report on Form 6-K
regarding the transaction, which includes the merger agreement and
related documents. All parties desiring details regarding the
transaction are urged to review these documents, which are
available at the SEC's website (http://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 CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS. In addition to receiving the proxy
statement by mail, shareholders are also able to obtain these
documents, as well as other filings containing information about
the Company, the proposed merger 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:
Global Education & Technology Group
Limited |
9F Tower D, Beijing New Logo |
A18 Zhongguancun South Street, Haidian
District |
Fax: +86 10 8011-5555 |
E-mail: ir@gedu.org |
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 proposed merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
relating to the proposed merger when it is filed with the SEC.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and the other
relevant documents filed with the SEC when they become
available.
This announcement is neither a solicitation of 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 may be made with the SEC should the proposed merger go
forward.
About Global Education
Global Education & Technology Group Ltd. (Nasdaq:GEDU) is
the largest test preparation provider for IELTS and a leading
provider of educational courses and related services in China.
Under its "Global" brand, the Company also offers diversified
services that span a student's educational life cycle, including
after-school courses, overseas study consulting, and professional
certification test preparation. As of September 30, 2011, the
Company's network comprised 115 directly operated and 327
franchised learning centers across China, as well as an online
course delivery platform with more than one million registered
members. For more information, please visit www.gedu.org.
The Global Education & Technology Group Limited logo is
available at
http://www.globenewswire.com/newsroom/prs/?pkgid=11124
Safe Harbor Statements
This announcement contains forward-looking statements. These
statements constitute "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and 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 can be identified by
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates" and similar statements,
and include statements about mailing materials to shareholders and
ADS holders and the planned EGM. Such statements involve certain
risks and uncertainties that could cause actual results or events
to differ materially from those in the forward-looking statements.
Further information regarding these and other risks is included in
GEDU's filings with the U.S. Securities and Exchange Commission,
including its registration statement on Form F-1 and annual reports
on Form 20-F, as amended from time to time. GEDU does not undertake
any obligation to update any forward-looking statement, except as
required under applicable law, and does not make any forecasts or
projections and does not confirm or adopt any forecasts or
projections made by any other person.
CONTACT: For investor inquiries, please contact:
Global Education & Technology Group Ltd.
Ms. Wang Ke
Investor Relations Supervisor
Phone: +86-10-6212-5800 ext 671
E-mail: ir@gedu.org
ICR Inc.
Mr. Rob Koepp
Phone: +86-10-6583-7516 or +1-646-328-2550
E-mail: robert.koepp@icrinc.com
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