HANGZHOU, China, Dec. 23, 2021 /PRNewswire/ -- Hailiang Education
Group Inc. (Nasdaq: HLG), ("Hailiang Education" or the "Company" or
"We"), an education and management services provider for primary,
middle, and high schools in China, today announced that its
board of directors (the "Board") received a preliminary non-binding
proposal letter (the "Proposal"), dated December 23, 2021, from Mr. Hailiang Feng, the founder of the Company, to
acquire all of the outstanding ordinary shares (the "Shares") of
the Company, including Shares represented by American depositary
shares (the "ADSs," each ADS representing sixteen ordinary shares),
that are not already owned by Mr. Hailiang
Feng and his affiliates (the "Buyer") for a purchase price
of US$14.31 per ADS in cash
(representing a premium of approximately 25% over the closing price
of the Company's ADSs on December 22,
2021) (the "Proposed Transaction"). The Proposed
Transaction, if completed, would result in the Company becoming a
privately-held company owned by the Buyer, and the Company's ADSs
would be delisted from the NASDAQ Stock Market. A copy of the
Proposal is attached hereto as Exhibit A.
The Company has formed a special committee of the Board,
composed of Mr. Ken He, Mr.
Xiaohua Gu, and Mr. Xiaofeng Cheng, each an independent and
disinterest director, to consider the Proposal and the Proposed
Transaction.
The Company cautions that the Board has just received the
Proposal and has not made any decisions with respect to the
Proposal and the Proposed Transaction. There can be no assurance
that the Buyer will make any definitive offer to the Company, that
any definitive agreement relating to the Proposal will be entered
into between the Company and the Buyer, or that the Proposed
Transaction or any other similar transaction will be approved or
consummated.
The Company does not undertake any obligation to provide any
updates with respect to this or any other transaction, except as
required under applicable law.
About Hailiang Education Group Inc.
Hailiang Education (Nasdaq: HLG) is one of the largest primary,
middle, and high school educational service providers
in China. The Company primarily focuses on providing
distinguished, specialized, and internationalized education.
Hailiang Education is dedicated to providing students with
high-quality primary, middle, and high school, and international
educational services and highly valuing the quality of students'
life, study, and development. Hailiang Education adapts its
education services based upon its students' individual aptitudes.
Hailiang Education is devoted to improving its students' academic
capabilities, cultural accomplishments, and international
perspectives. For more information, please
visit http://ir.hailiangedu.com.
Forward-Looking Statements
This press release contains information about Hailiang
Education's view of its future expectations, plans, and prospects
that constitute forward-looking statements. These forward-looking
statements are made under the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical facts in this announcement are
forward-looking statements, including but not limited to the
following: general economic conditions in China, competition
in the education industry in China, the expected growth of the
Chinese private education market, Chinese governmental policies
relating to private educational services and providers of such
services, health epidemics and other outbreaks in China, the
Company's business plans, the Company's future business
development, results of operations, and financial condition,
expected changes in the Company's revenue and certain cost or
expense items, its ability to raise additional funding, its ability
to maintain and grow its business, variability of operating
results, its ability to maintain and enhance its brand, its
development and introduction of new products and services, the
number of students entrusted by schools, the successful integration
of acquired companies, technologies and assets into its portfolio
of software and services, marketing and other business development
initiatives, dependence on key personnel, the ability to attract,
hire, and retain personnel who possess the technical skills and
experience necessary to meet the requirements of its clients, and
its ability to protect its intellectual property, the outcome of
ongoing, or any future, litigation or arbitration, including those
relating to copyright and other intellectual property rights, and
other risks detailed in the Company's filings with the U.S.
Securities and Exchange Commission (the "SEC"). Hailiang Education
may also make written or oral forward-looking statements in its
periodic reports to the SEC, in its annual report to shareholders,
in press releases and other written materials, and in oral
statements made by its officers, directors, or employees to third
parties. Statements that are not historical facts, including
statements about Hailiang Education's beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties, whether known or unknown, and are
based on current expectations and projections about future events
and financial trends that the Company believes may affect its
financial condition, results of operations, business strategy, and
financial needs. Investors can identify these forward-looking
statements by words or phrases such as "may," "will," "will make,"
"will be," "expect," "anticipate," "aim," "estimate," "intend,"
"plan," "believe," "potential," "continue," "endeavor to," "is/are
likely to," or other similar expressions. Further information
regarding these and other risks is included in our annual report on
Form 20-F and other filings with the SEC. All information provided
in this press release is as of the date of this press release, and
Hailiang Education undertakes no obligation to update any
forward-looking statements, except as may be required under
applicable law.
For more information, please contact:
Mr. Litao Qiu
Board Secretary
Hailiang Education Group Inc.
Phone: +86-571-5812-1974
Email: ir@hailiangeducation.com
Exhibit A
December 23, 2021
The Board of Directors
Hailiang Education Group Inc. (the "Company")
28/F Hailiang Building, 1508 Binsheng Road
Binjiang District, Hangzhou
City
Zhejiang 310051
People's Republic of China
Dear Sirs:
I, Hailiang Feng, the Founder of
the Company, am pleased to submit this preliminary non-binding
proposal (this "Proposal") to acquire all the outstanding ordinary
shares (the "Shares") of the Company, including all the Shares
represented by American depositary shares ("ADS", each representing
sixteen (16) Shares), that are not already owned by me and my
affiliates in a going-private transaction (the "Acquisition"),
which will result in the delisiting of the ADS of the company from
the NASDAQ.
I believe that the Acquisition provides an attractive
opportunity to the Company's shareholders. Our proposed purchase
price of US$14.31 per ADS in cash
represents a premium of approximately 25% over the closing price of
the Company's ADSs on December 22,
2021.
The terms and conditions upon which I am prepared to pursue the
Acquisition are set forth below. My affiliates and I beneficially
own approximately 87.28% of all the issued and outstanding Shares
of the Company, which represent approximately 87.28% of the
aggregate voting power of the Company, based on the Company's
latest outstanding number of shares as publicly disclosed. I am
confident in our ability to consummate an Acquisition as outlined
in this Proposal.
1. Buyer. My affiliates and I will be the purchaser in the
Acquisition. As the controlling shareholder of the Company, I am
interested only in pursuing the Acquisition and am not interested
in selling our Shares or in participating in any other transaction
involving the Company.
2. Purchase Price and Acquisition Structure. My proposed
consideration payable for the Acquisition is US$14.31 per ADS (the "Offer Price"), in cash.
Each ADS represents sixteen (16) Shares. I expect to form a special
purpose acquisition vehicle ("Merger Sub") and implement the
Acquisition through a statutory merger under the Cayman Islands company law of the Merger Sub
with the Company.
3. Financing. I am confident that I can timely secure adequate
financing to consummate the Acquisition.
4. Due Diligence. I believe that we will be in a position to
complete customary due diligence for the Acquisition in a timely
manner and in parallel with discussions on definitive
agreements.
5. Definitive Agreements. I am prepared to negotiate and
finalize definitive agreements (the "Definitive Agreements")
expeditiously. This proposal is subject to execution of the
Definitive Agreements. These documents will include provisions
typical for transactions of this type.
6. Confidentiality. I will file relevant documents, if any, as
required by law. I am sure you will agree that it is in all of our
interests to ensure that our discussions relating to the
Acquisition proceed in a confidential manner, unless otherwise
required by law, until I have executed the Definitive Agreements or
terminated our discussions.
7. Process. I believe that the Acquisition will provide value to
the Company's shareholders. I recognize of course that the Board
will evaluate the proposed Acquisition independently before it can
make its determination whether to endorse it. In this regard, I
believe it would be in the best interests of the Company for the
Board to establish a special committee of independent directors to
consider and evaluate this Proposal and the Acquisition.
8. No Binding Commitment. This letter constitutes only a
preliminary indication of my interest, and does not constitute any
binding offer, agreement or commitment with respect to an
Acquisition. Such a commitment will result only from the execution
of Definitive Agreements, and then will be on the terms provided in
such documentation.
In closing, I would like to express my commitment to working
together with the Board and its special committee to bring this
Acquisition to a successful and timely conclusion. Should you have
any questions regarding this Proposal, please do not hesitate to
contact us.
Sincerely yours,
Hailiang Feng
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