BEIJING, Feb. 26, 2021 /PRNewswire/ -- China Distance
Education Holdings Limited (NYSE: DL) (the "Company"), a leading
provider of online education and value-added services for
professionals and corporate clients in China, today announced that at an
extraordinary general meeting (the "EGM") held today Beijing Time,
the Company's shareholders voted at the EGM to authorize and
approve (i) the previously-announced agreement and plan of
merger (the "Merger Agreement"), dated as of December 1, 2020, by and among the Company,
Champion Distance Education Investments Limited ("Parent"), and
China Distance Learning Investments Limited ("Merger Sub"), a
wholly-owned subsidiary of Parent, pursuant to which Merger Sub
will be merged with and into the Company (the "Merger"); (ii) the
plan of merger required to be filed with the Registrar of Companies
of the Cayman Islands (the "Plan
of Merger") for the purposes of the Merger; and (iii) the
transactions contemplated by the Merger Agreement and the Plan of
Merger, including the Merger.
Approximately 96.6% of the total outstanding ordinary shares
("Ordinary Shares") of the Company were voted in person or by proxy
at the EGM. Of the Ordinary Shares voted at the EGM, approximately
67.4% were voted in favor of the Merger Agreement; the Plan of
Merger; and the transactions contemplated by the Merger Agreement
and the Plan of Merger, including the Merger. The affirmative vote
of at least two-thirds of the ordinary shares present and voting in
person or by proxy at the EGM was required for approval.
The Company and the other parties to the Merger Agreement
currently expect to proceed expeditiously to complete the Merger,
subject to the satisfaction or waiver of the conditions set forth
in the Merger Agreement. Upon completion of the Merger, the Company
will survive as a wholly-owned subsidiary of Parent; the American
depositary shares (the "ADSs") of the Company, each of which
represents four Ordinary Shares, will no longer be listed on The
New York Stock Exchange; the ADS program will terminate; and the
ADSs and the Ordinary Shares will cease to be registered under
Section 12 of the Securities Exchange Act of 1934.
Safe Harbor Statement
This announcement contains forward-looking statements. Any such
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "may," "should," "potential," "continue," "expect,"
"predict," "anticipate," "future," "intend," "plan," "believe,"
"is/are likely to," "estimate," and similar statements. The Company
may also make written or oral forward-looking statements in its
periodic and annual reports to the SEC, 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 the Company's beliefs
and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. Risks and
uncertainties include the possibility that the Merger will not
occur as planned if events arise that result in the termination of
the Merger Agreement, if one or more of the various closing
conditions to the Merger are not satisfied or waived, and
other risks and uncertainties regarding the Merger Agreement and
the Merger that are discussed in the proxy statement included as
part of the Schedule 13E-3 transaction statement filed
with the SEC on January 29, 2021 by the Company and the other
filing persons named therein. The Company does not undertake any
obligation to update any forward-looking statement or other
information included in this press release, except as may be
required by applicable law.
About China Distance Education Holdings Limited
China Distance Education Holdings Limited is a leading provider
of online education and value-added services for professionals and
corporate clients in China. The
courses offered by the Company through its websites are designed to
help professionals seeking to obtain and maintain professional
licenses and to enhance their job skills through our professional
development courses in China in
the areas of accounting, healthcare, engineering &
construction, legal and other industries. The Company also offers
online test preparation courses for self-taught learners pursuing
higher education diplomas or degrees, and practical accounting
training courses for college students and working professionals. In
addition, the Company provides business services to corporate
clients, including but not limited to tax advisory and accounting
outsourcing services. For further information, please visit
http://ir.cdeledu.com.
Contacts:
In China:
China
Distance Education Holdings Limited
Jiao Jiao
Tel: +86-10-8231-9999 ext. 1826
Email: IR@cdeledu.com
The Piacente Group, Inc.
Jenny Cai
Tel: +86-10-6508-0677
E-mail: dl@tpg-ir.com
In the United
States:
The Piacente Group, Inc.
Brandi Piacente
Tel: +1 212-481-2050
Email: dl@tpg-ir.com
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SOURCE China Distance Education Holdings Ltd.