Hailiang Education Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company at US$14.31 per ADS
HANGZHOU, China, Dec. 23, 2021 /PRNewswire/ — Hailiang Instruction Group Inc. (Nasdaq: HLG), (“Hailiang Education and learning” or the “Firm” or “We”), an education and learning and management solutions provider for main, center, and higher educational facilities in China, nowadays announced that its board of directors (the “Board”) acquired a preliminary non-binding proposal letter (the “Proposal”), dated December 23, 2021, from Mr. Hailiang Feng, the founder of the Corporation, to obtain all of the fantastic common shares (the “Shares”) of the Business, like Shares represented by American depositary shares (the “ADSs,” each individual Adverts representing sixteen everyday shares), that are not presently owned by Mr. Hailiang Feng and his affiliates (the “Customer”) for a buy value of US$14.31 for every Advertisements in cash (representing a high quality of about 25{ac23b82de22bd478cde2a3afa9e55fd5f696f5668b46466ac4c8be2ee1b69550} in excess of the closing value of the Firm’s ADSs on December 22, 2021) (the “Proposed Transaction”). The Proposed Transaction, if concluded, would consequence in the Organization getting a privately-held organization owned by the Customer, and the Company’s ADSs would be delisted from the NASDAQ Inventory Industry. A copy of the Proposal is attached hereto as Show A.
The Organization has fashioned a distinctive committee of the Board, composed of Mr. Ken He, Mr. Xiaohua Gu, and Mr. Xiaofeng Cheng, each an impartial and disinterest director, to take into consideration the Proposal and the Proposed Transaction.
The Business cautions that the Board has just received the Proposal and has not created any decisions with regard to the Proposal and the Proposed Transaction. There can be no assurance that the Purchaser will make any definitive present to the Firm, that any definitive agreement relating to the Proposal will be entered into in between the Firm and the Purchaser, or that the Proposed Transaction or any other comparable transaction will be accredited or consummated.
The Business does not undertake any obligation to supply any updates with respect to this or any other transaction, except as expected less than applicable regulation.
About Hailiang Training Group Inc.
Hailiang Education (Nasdaq: HLG) is a single of the greatest main, middle, and higher faculty instructional support companies in China. The Firm generally focuses on giving distinguished, specialized, and internationalized instruction. Hailiang Education is dedicated to furnishing students with higher-good quality most important, center, and superior university, and international instructional companies and really valuing the good quality of students’ life, review, and progress. Hailiang Training adapts its schooling companies based on its students’ particular person aptitudes. Hailiang Training is devoted to increasing its students’ tutorial abilities, cultural accomplishments, and international perspectives. For additional info, make sure you go to http://ir.hailiangedu.com.
Ahead-On the lookout Statements
This push launch incorporates information and facts about Hailiang Education’s see of its potential anticipations, ideas, and prospective customers that represent ahead-wanting statements. These forward-on the lookout statements are designed less than the protected harbor provisions of the U.S. Personal Securities Litigation Reform Act of 1995. All statements other than statements of historical points in this announcement are forward-wanting statements, which includes but not restricted to the subsequent: common financial circumstances in China, levels of competition in the instruction field in China, the anticipated development of the Chinese non-public instruction industry, Chinese governmental guidelines relating to non-public academic providers and providers of this kind of services, wellness epidemics and other outbreaks in China, the Firm’s company plans, the Company’s potential business enterprise progress, benefits of functions, and fiscal ailment, expected variations in the Firm’s earnings and certain value or price merchandise, its means to elevate more funding, its capability to sustain and increase its enterprise, variability of functioning benefits, its skill to keep and boost its brand, its advancement and introduction of new goods and services, the variety of students entrusted by universities, the productive integration of obtained businesses, technologies and assets into its portfolio of computer software and companies, internet marketing and other organization growth initiatives, dependence on important personnel, the capability to draw in, employ the service of, and retain staff who possess the specialized abilities and encounter important to fulfill the prerequisites of its clients, and its capability to guard its intellectual assets, the end result of ongoing, or any long run, litigation or arbitration, which include those relating to copyright and other intellectual property legal rights, and other risks in-depth in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Hailiang Instruction may well also make published or oral forward-on the lookout statements in its periodic studies to the SEC, in its once-a-year report to shareholders, in push releases and other published elements, and in oral statements made by its officers, administrators, or workers to third events. Statements that are not historic details, which include statements about Hailiang Education’s beliefs and anticipations, are forward-searching statements. Ahead-wanting statements involve inherent risks and uncertainties, whether recognised or mysterious, and are based on recent expectations and projections about future events and money developments that the Corporation believes may well affect its money issue, outcomes of operations, business enterprise approach, and financial requirements. Traders can detect these forward-hunting statements by terms or phrases this sort of as “may well,” “will,” “will make,” “will be,” “hope,” “foresee,” “intention,” “estimate,” “intend,” “prepare,” “imagine,” “likely,” “continue,” “endeavor to,” “is/are likely to,” or other identical expressions. More information concerning these and other dangers is integrated in our annual report on Variety 20-F and other filings with the SEC. All info provided in this press release is as of the day of this press launch, and Hailiang Training undertakes no obligation to update any ahead-searching statements, apart from as may well be expected under relevant legislation.
For additional data, remember to call:
Mr. Litao Qiu
Board Secretary
Hailiang Instruction Group Inc.
Telephone: +86-571-5812-1974
E-mail: [email protected]
Exhibit A
December 23, 2021
The Board of Directors
Hailiang Education Group Inc. (the “Company”)
28/F Hailiang Building, 1508 Binsheng Highway
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 obtain all the outstanding common shares (the “Shares”) of the Company, including all the Shares represented by American depositary shares (“Adverts”, just about every symbolizing sixteen (16) Shares), that are not currently owned by me and my affiliates in a heading-private transaction (the “Acquisition”), which will end result in the delisiting of the Ads of the company from the NASDAQ.
I consider that the Acquisition supplies an interesting opportunity to the Company’s shareholders. Our proposed obtain cost of US$14.31 for every Ads in income represents a top quality of close to 25{ac23b82de22bd478cde2a3afa9e55fd5f696f5668b46466ac4c8be2ee1b69550} above the closing selling price of the Firm’s ADSs on December 22, 2021.
The terms and ailments upon which I am well prepared to pursue the Acquisition are set forth underneath. My affiliates and I beneficially very own around 87.28{ac23b82de22bd478cde2a3afa9e55fd5f696f5668b46466ac4c8be2ee1b69550} of all the issued and fantastic Shares of the Business, which represent about 87.28{ac23b82de22bd478cde2a3afa9e55fd5f696f5668b46466ac4c8be2ee1b69550} of the mixture voting electric power of the Firm, dependent on the Company’s newest fantastic number of shares as publicly disclosed. I am confident in our means to consummate an Acquisition as outlined in this Proposal.
1. Customer. My affiliate marketers and I will be the purchaser in the Acquisition. As the controlling shareholder of the Firm, I am intrigued only in pursuing the Acquisition and am not fascinated in advertising our Shares or in participating in any other transaction involving the Corporation.
2. Obtain Value and Acquisition Construction. My proposed thought payable for the Acquisition is US$14.31 for every Ads (the “Offer Rate”), in cash. Each individual Adverts represents sixteen (16) Shares. I expect to variety a specific intent acquisition motor vehicle (“Merger Sub”) and apply the Acquisition by a statutory merger less than the Cayman Islands organization law of the Merger Sub with the Organization.
3. Financing. I am assured that I can well timed protected suitable funding to consummate the Acquisition.
4. Owing Diligence. I consider that we will be in a position to entire customary thanks diligence for the Acquisition in a well timed manner and in parallel with discussions on definitive agreements.
5. Definitive Agreements. I am well prepared to negotiate and finalize definitive agreements (the “Definitive Agreements”) expeditiously. This proposal is subject to execution of the Definitive Agreements. These paperwork will include things like provisions standard for transactions of this style.
6. Confidentiality. I will file suitable documents, if any, as required by regulation. I am sure you will agree that it is in all of our interests to make sure that our discussions relating to the Acquisition carry on in a private manner, unless otherwise expected by law, until eventually I have executed the Definitive Agreements or terminated our conversations.
7. Approach. I think that the Acquisition will provide worth to the Company’s shareholders. I acknowledge of class that the Board will assess the proposed Acquisition independently just before it can make its willpower no matter if to endorse it. In this regard, I feel it would be in the very best passions of the Enterprise for the Board to build a unique committee of impartial administrators to look at and consider this Proposal and the Acquisition.
8. No Binding Dedication. This letter constitutes only a preliminary indicator of my desire, and does not represent any binding give, agreement or dedication with regard to an Acquisition. These types of a commitment will end result only from the execution of Definitive Agreements, and then will be on the terms supplied in such documentation.
In closing, I would like to convey my dedication to working alongside one another with the Board and its special committee to convey this Acquisition to a productive and well timed conclusion. Must you have any questions regarding this Proposal, remember to do not wait to make contact with us.
Sincerely yours,
Hailiang Feng
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