BEIJING, Nov. 3, 2022
/PRNewswire/ -- China Liberal Education Holdings Limited (Nasdaq:
CLEU) (the "Company" or "China Liberal"), a China-based company
that provides smart campus solutions and other educational
services, and AIWAYS Holdings Limited ("AIWAYS"), a global new
energy vehicle brand, today announced that they have entered into
an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which AIWAYS will merge with a wholly-owned subsidiary of the
Company, and the issued and outstanding share capital of AIWAYS
will be cancelled in exchange for newly issued shares of the
Company on the terms and conditions set forth therein in a
transaction exempt from the registration requirements under the
Securities Act of 1933, as amended (the "Transaction"). Upon
consummation of the Transaction, AIWAYS will become a wholly-owned
subsidiary of the Company.
Transaction Overview
The Transaction values AIWAYS at an equity value of US$5.5 billion and the Company at an equity value
of approximately US$37.9 million. The
AIWAYS shareholders and Company shareholders immediately prior to
the completion of the Transaction will own approximately 99.2% and
0.8%, respectively, of the outstanding shares of the combined
company following the closing of the Transaction. Immediately prior
to the completion of the Transaction, the Company's ordinary shares
will be divided into two classes—Class A ordinary shares and Class
B ordinary shares—with different voting powers but equal economic
rights. Please refer to the Merger Agreement filed as Exhibit 10.1
to a current report on Form 6-K dated November 3, 2022 furnished with the U.S.
Securities and Exchange Commission (the "SEC") by the Company for
more details.
The Company's board of directors (the "Board") has unanimously:
(a) approved and declared advisable the Merger Agreement, the other
transaction documents and the Transaction, (b) determined that the
Merger Agreement, the other transaction agreements and the
Transaction are in the best interest of the Company and the
Company's shareholders, and (c) resolved to recommend that the
Company's shareholders vote to authorize and approve the Merger
Agreement, the other transaction agreements and the Transaction.
The board of directors and shareholders of AIWAYS have approved the
Merger Agreement, the other related transaction agreements and the
Transaction.
Certain shareholders of the Company and AIWAYS have each entered
into a support agreement (each a "Support Agreement" and
collectively "Support Agreements"), agreeing to vote in favor of
the Transaction and other proposals as may be reasonably agreed to
by AIWAYS and the Company as necessary or appropriate in connection
with the consummation of the Transaction.
The Company and AIWAYS anticipate that the Transaction will be
completed on or prior to December 31,
2022, subject to the satisfaction of closing conditions set
forth in the Merger Agreement, including among other things,
receipt of approval by the Company's shareholders and regulatory
approvals (if applicable) and the continuous listing of the Company
on the Nasdaq.
Mr. Yang Zhang, CEO of AIWAYS,
commented, "I am thrilled about this merger opportunity. Over the
past years, AIWAYS has grown tremendously with the tailwind of a
booming new energy vehicles market in China. With access to
the capital market, we firmly believe that this combination offers
the best opportunities for us to further market expansion, improve
innovation and achieve long-term growth goals."
Ms. Ngai Ngai Lam, Chairwoman and
CEO of China Liberal, stated, "We are delighted to announce this
combination which allows us to enter electric vehicle industry and
explore new market opportunities accordingly. With strong R&D
capacity, global insights, and innovative technology, AIWAYS has
designed and engineered smart new energy vehicles to meet the
quality and safety requirements in both China and Europe. We believe AIWAYS is a perfect partner
for us, and this combination will unlock tremendous value for China
Liberal by seizing the significant growth opportunities in the
fast-moving electric vehicle industry. We expect this transaction
will deliver significant value to our shareholders, differentiate
our business model and create solid foundation to accelerate our
growth."
The foregoing description of the Merger Agreement and Support
Agreements does not purport to be complete and is qualified in its
entirety to the full text of the Merger Agreement, Form of Company
Support Agreement, and Form of AIWAYS Support Agreement, which are
filed as Exhibits 10.1, 10.2, and 10.3, respectively, to a current
report on Form 6-K dated November 3,
2022 furnished with the SEC by the Company.
About AIWAYS Holdings Limited
AIWAYS Holdings Limited is a global new energy vehicle ("NEV")
brand that designs, develops and jointly manufactures smart NEVs.
AIWAYS has designed and engineered smart NEVs to meet the quality
and safety requirements in both China and the European Union.
AIWAYS has strategically targeted the underserved mid-price NEV
segment, which it believes is a large and fast-growing market in
China and Europe with limited NEV model offering
relative to the overall large market size. The global AIWAYS
network comprises a highly innovative, digitalized plant in
Shangrao (China) with an annual capacity of 150,000 vehicles, an
R&D center and a design center in Shanghai (China), a battery pack factory
in Changshu (China) and a European
Sales Centre in Munich,
Germany.
About China Liberal Education Holdings Limited
China Liberal, headquartered in Beijing, is an educational service provider in
China. It provides a wide range of
services, including those under sino-foreign jointly managed
academic programs; overseas study consulting services;
technological consulting services for Chinese universities to
improve their campus information and data management system and to
optimize their teaching, operating and management environment,
creating a "smart campus"; and tailored job readiness training to
graduating students. For more information, please visit the
Company's website at ir.chinaliberal.com.
Safe Harbor Statement
This press release contains certain "forward-looking
statements." These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Statements that are not historical facts, including
statements about the pending transactions described herein, and the
parties' perspectives and expectations, are forward-looking
statements. Such statements include, but are not limited to,
statements regarding the proposed transaction, including the equity
values, the benefits of the proposed transaction, expected revenue
opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the
expected management and governance of the combined company, and the
expected timing of the transactions. The words "will," "expect,"
"believe," "estimate," "intend," "plan" and similar expressions
indicate forward-looking statements.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from the expectations as a
result of a variety of factors. Such forward-looking statements are
based upon management's current expectations and include known and
unknown risks, uncertainties and other factors, many of which are
hard to predict or control, that may cause the actual results,
performance, or plans to differ materially from any future results,
performance or plans expressed or implied by such forward-looking
statements. Such risks and uncertainties include, but are not
limited to: (i) risks related to the expected timing and
likelihood of completion of the proposed transaction, including the
risk that the transaction may not close due to one or more closing
conditions to the transaction not being satisfied or waived, such
as regulatory approvals not being obtained, on a timely basis or
otherwise, or that a governmental entity prohibited, delayed or
refused to grant approval for the consummation of the transaction
or required certain conditions, limitations or restrictions in
connection with such approvals; (ii) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the applicable transaction agreements;
(iii) the risk that there may be a material adverse change
with respect to the financial position, performance, operations or
prospects of the Company or AIWAYS; (iv) risks related to
disruption of management time from ongoing business operations due
to the proposed transaction; (v) the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of the Company's securities;
(vi) the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of AIWAYS
to retain customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on their
operating results and businesses generally; (vii) any changes
in the business or operating prospects of AIWAYS or its businesses;
(viii) changes in applicable laws and regulations; and
(ix) risks relating to the combined company's ability to
enhance its services and products, execute its business strategy,
expand its customer base and maintain stable relationship with its
business partners.
A further list and description of risks and uncertainties can be
found in the proxy statement that will be filed with the SEC by the
Company in connection with the proposed transactions, and other
documents that the parties may file or furnish with the SEC, which
you are encouraged to read. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. Accordingly, you
are cautioned not to place undue reliance on these forward-looking
statements. Forward-looking statements relate only to the date they
were made, and AIWAYS, the Company and their subsidiaries and
affiliates undertake no obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made except as required by law or applicable regulation.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the transactions described above and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of AIWAYS or the Company, nor shall there be any
sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
Participants in the Solicitation
The Company, AIWAYS and their respective directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the shareholders of the Company in connection with
the proposed transaction. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed business combination will be included in the proxy
statement pertaining to the proposed transaction when it becomes
available for the proposed transaction.
Additional Information and Where to Find It
The Company will file with the SEC and mail to its shareholders
a proxy statement in connection with the proposed transaction.
Investors and security holders are urged to read the proxy
statement when it becomes available because it will contain
important information regarding the proposed arrangement. You may
access the proxy statement (when available) and other related
documents filed by the Company with the SEC at the SEC's website at
www.sec.gov. You also may obtain the proxy statement (when it is
available) and other documents filed by the Company with the SEC
relating to the proposed arrangement for free by accessing the
Company's website at http://ir.chinaliberal.com/.
For more information, please contact:
China Liberal Education Holdings Limited
Email: ir@chinaliberal.com
Ascent Investor Relations LLC
Ms. Tina Xiao
Email: tina.xiao@ascent-ir.com
Tel: +1 917 609 0333
View original
content:https://www.prnewswire.com/news-releases/china-liberal-education-holdings-limited-enters-into-an-agreement-and-plan-of-merger-with-aiways-holdings-limited-a-global-new-energy-vehicle-brand-301666984.html
SOURCE China Liberal Education Holdings Limited