HANGZHOU, China, Aug. 11,
2022 /PRNewswire/ -- Hailiang Education Group Inc.
(Nasdaq: HLG) ("Hailiang Education" or the "Company"), an education
and management services provider in China, today
announced that it has called an extraordinary general meeting of
shareholders (the "EGM"), to be held at 10:00 a.m.
(Beijing time) on September 15,
2022, at Hailiang Education Park, No.199, the West 3rd Ring Road,
Zhuji City, Shaoxing City, Zhejiang, People's
Republic of China, to consider and vote on, among other
things, the proposal to approve the re-election of five directors
of the Company to hold office until the effective time of the
Merger (as defined below) and the proposal to authorize and approve
the previously announced agreement and plan of merger (the "Merger Agreement") dated
May 7, 2022 by and between the
Company, Hailiang Education International Limited, an exempted
company with limited liability incorporated under the laws of
the Cayman Islands ("Parent"), and HE Merger Sub Limited, an
exempted company with limited liability incorporated under the laws
of the Cayman Islands and a wholly owned subsidiary of Parent
("Merger Sub"), the plan of merger required to be filed with the
Registrar of Companies of the Cayman Islands (the "Plan
of Merger") and the transactions contemplated thereby, including
the Merger.
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the Merger, Merger Sub will merge with and into
the Company, with the Company continuing as the surviving company
and becoming a wholly-owned subsidiary of Parent (the "Merger"). If
completed, the Merger would result in the Company becoming a
privately held company and the Company's American depositary shares
(each representing 16 ordinary shares, par
value US$0.0001 per share) (the "ADSs"), will no longer
be listed on the NASDAQ Global Market, and the Company's ADSs
program for the ordinary shares of the Company will terminate. In
addition, the Company's ADSs and ordinary shares represented by the
ADSs will cease to be registered under the United States Securities
Exchange Act of 1934, following the consummation of the Merger.
The board of directors of the Company (the "Board"), acting upon
the unanimous recommendation of a special committee (the "Special
Committee") of the Board, which special committee was composed
solely of directors of the Company who are unaffiliated with any
person participating as a buyer or rollover securityholder in the
Merger or any member of the management of the Company, authorized
and approved the execution, delivery and performance of the Merger
Agreement, the Plan of Merger and the consummation of the
transactions contemplated thereby, including the Merger, and
resolved to recommend that the Company's shareholders and ADS
holders vote for among other things, the proposal to authorize and
approve the Merger Agreement, the Plan of Merger and the
consummation of the transactions contemplated thereby, including
the Merger.
Shareholders of record as of the close of business in the
Cayman Islands on September 1,
2022 will be entitled to attend and vote at the EGM or any
adjournment thereof. ADS holders as of the close of business
in New York City on August 15, 2022 will be entitled to
instruct Deutsche Bank Trust Company Americas, the ADS depositary,
to vote the ordinary shares represented by their ADSs at the
EGM.
Additional information regarding the EGM, the Merger Agreement
and the Plan of Merger can be found in the transaction statement on
Schedule 13E-3 and the definitive 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, along
with other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC's
website (http://www.sec.gov). In addition, the Company's proxy
materials, including the definitive proxy statement, will be mailed
to the shareholders and ADS holders of the Company. Requests for
additional copies of the definitive proxy statement should be
directed to the Company by telephone at +86 (571) 5812 1974 or by
email at ir@hailiangeducation.com.
SHAREHOLDERS AND ADS HOLDERS 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.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be "participants" in the
solicitation of proxies from the shareholders with respect to the
proposed Merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies is set
forth in the Schedule 13E-3 transaction statement relating to the
proposed Merger and the definitive proxy statement attached
thereto. Further information regarding persons who may be deemed
participants, including any direct or indirect interests they may
have, is also set forth in the definitive proxy statement.
This announcement is for information purposes only and does not
constitute an offer to purchase, or the solicitation of an offer to
sell, any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About Hailiang Education Group Inc.
Hailiang Education Group Inc. (Nasdaq: HLG) is an education and
management services provider in China. The Company primarily
focuses on providing distinguished, specialized, and
internationalized education. Hailiang Education is dedicated to
providing students with high-quality high school curriculum
education, student management services, ancillary educational
services, and education and management services, and it strives to
maintain the high quality of its students' life, study, and
development. Hailiang Education adapts its educational 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: the Company's business plans, the Company's future
business development, the Company's
ability to consummate the transactions contemplated under the
Merger Agreement as planned, and other risks detailed in the
Company's filings with the U.S. Securities and Exchange Commission
(the "SEC"), as well as the Schedule 13E-3 transaction statement
and the proxy statement to be filed by the Company. 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
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SOURCE Hailiang Education