Global Education Announces Closing of Merger and Intent to Delist From NASDAQ
December 21 2011 - 6:00AM
Global Education & Technology Group Limited (Nasdaq:GEDU)
("GEDU", 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
the People's Republic of China ("China"), today announced the
completion of the merger contemplated by the previously announced
agreement and plan of merger, dated as of November 19, 2011, by and
among the Company, Pearson plc ("Pearson"), a public limited
company organized under the laws of England and Wales, and
Pearson's wholly owned indirect subsidiary, Genius Merger Sub
("Merger Sub"). As a result of the acquisition, the Company became
an indirect wholly owned subsidiary of Pearson.
Under the terms of the agreement and plan of merger, which was
adopted by the Company's shareholders at an extraordinary general
meeting held on December 19, 2011, each outstanding ordinary share
of the Company (other than shares owned by Parent or Merger Sub or
by the Company as treasury shares (if any), or shares as to which
shareholders have validly exercised and have not effectively
withdrawn or lost their appraisal rights under Section 238 of the
Cayman Companies Law) has been cancelled in exchange for the right
to receive US$2.7515 in cash without interest and each American
Depositary Share, or ADS (each of which represents four ordinary
shares) (other than ADSs held by Parent or Merger Sub or by the
Company as treasury shares (if any)), has been cancelled in
exchange for the right to receive US$11.006 in cash per ADS without
interest.
Shareholders of record as of the effective time of the merger
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration. Shareholders should wait to receive the letter of
transmittal before surrendering their share certificates. As
soon as practicable after the date of this announcement, JPMorgan
Chase Bank, N.A., the Company's ADS depositary, will call for the
surrender of all ADSs for delivery of the merger
consideration. Upon the surrender of ADSs, the ADS depositary
will pay to the surrendering person $11.006 per ADS in cash without
interest.
The Company also announced today that it requested that trading
of its ADSs on the NASDAQ Global Select Market ("NASDAQ") be
suspended. The Company requested NASDAQ to file Form 25 with
the SEC notifying the SEC of the delisting of the ADSs on NASDAQ
and the deregistration of the Company's registered
securities. The Company intends to terminate its reporting
obligations under the Securities Exchange Act of 1934, as amended,
by promptly filing a Form 15 with the SEC. The Company's
obligations to file with the SEC certain reports and forms,
including Form 20-F and Form 6-K, will be suspended immediately as
of the filing date of the Form 15 and will cease once the
deregistration becomes effective.
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.
Such statements involve certain risks and uncertainties that could
cause actual results 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.
CONTACT: For further information, please contact:
Global Education & Technology Group Limited
Ms. Fay Zhang, VP
Phone: +86 10 6212 5800
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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