First High-School Education Group Enters into Definitive Agreement for Going-Private Transaction
First High-School Education Group has entered into a definitive merger agreement with One Education Holding , valuing the company at approximately US$4.27 million. The merger will result in the company becoming private, with shareholders receiving US$0.15 per ADS. The merger consideration represents a premium of 354.5% to the closing price on August 1, 2024. The transaction, expected to close in first half of 2025, will be funded through cash contributions from the Buyer Group and company's available cash. Upon completion, the company's ADSs will be delisted from OTC Market.
Il First High-School Education Group ha stipulato un accordo di fusione definitivo con One Education Holding, valutando l'azienda a circa 4,27 milioni di dollari statunitensi. La fusione porterà l'azienda a diventare privata, con gli azionisti che riceveranno 0,15 dollari per ADS. La considerazione della fusione rappresenta un premio del 354,5% rispetto al prezzo di chiusura del 1 agosto 2024. La transazione, che si prevede sarà completata entro la prima metà del 2025, sarà finanziata attraverso contributi in contante del Gruppo Acquirente e il denaro disponibile dell'azienda. Al termine della fusione, gli ADS dell'azienda saranno esclusi dal mercato OTC.
El First High-School Education Group ha firmado un acuerdo de fusión definitivo con One Education Holding, valorando la empresa en aproximadamente 4,27 millones de dólares estadounidenses. La fusión resultará en que la empresa se convierta en privada, con los accionistas recibiendo 0,15 dólares por ADS. La consideración de la fusión representa una prima del 354,5% sobre el precio de cierre del 1 de agosto de 2024. La transacción, que se espera se complete en la primera mitad de 2025, será financiada a través de contribuciones en efectivo del Grupo Comprador y el efectivo disponible de la empresa. Al finalizar, los ADS de la empresa serán eliminados del mercado OTC.
퍼스트 고등학교 교육 그룹은 원 교육 홀딩과 최종 합병 계약을 체결하고, 회사를 약 427만 달러로 평가했습니다. 이번 합병으로 회사는 비상장 회사가 되며, 주주들은 0.15달러를 ADS당 수령하게 됩니다. 합병 대가는 2024년 8월 1일 종가 대비 354.5%의 프리미엄을 나타냅니다. 이 거래는 2025년 상반기 내에 완료될 것으로 예상되며, 구매 그룹의 현금 기여와 회사의 가용 현금을 통해 자금 조달됩니다. 완료되면 회사의 ADS는 OTC 시장에서 상장 폐지됩니다.
First High-School Education Group a signé un accord de fusion définitif avec One Education Holding, évaluant la société à environ 4,27 millions de dollars américains. La fusion entraînera la privatisation de la société, les actionnaires recevant 0,15 dollars par ADS. La contrepartie de la fusion représente une prime de 354,5% par rapport au prix de clôture du 1er août 2024. La transaction, qui devrait être finalisée au premier semestre de 2025, sera financée par des contributions en espèces du groupe acquéreur et les liquidités disponibles de la société. À l'issue de la fusion, les ADS de la société seront radiés du marché OTC.
Die First High-School Education Group hat einen endgültigen Fusionsvertrag mit One Education Holding unterzeichnet, der das Unternehmen auf etwa 4,27 Millionen US-Dollar bewertet. Die Fusion wird dazu führen, dass das Unternehmen privat wird, wobei die Aktionäre 0,15 US-Dollar pro ADS erhalten. Die Fusionsvergütung stellt einen Aufschlag von 354,5% auf den Schlusskurs vom 1. August 2024 dar. Die Transaktion, die voraussichtlich in der ersten Hälfte des Jahres 2025 abgeschlossen wird, wird durch Barbeiträge der Käufergruppe und die verfügbaren Zahlungsmittel des Unternehmens finanziert. Nach Abschluss werden die ADS des Unternehmens vom OTC-Markt abgezogen.
- Significant premium of 354.5% offered to shareholders compared to pre-announcement price
- Transaction values company at US$4.27 million
- Merger unanimously approved by Special Committee of independent directors
- Company will be delisted from OTC Market, reducing liquidity for investors
- Minority shareholders will be forced to sell their shares
BEIJING, CHINA / ACCESSWIRE / November 22, 2024 / First High-School Education Group Co., Ltd. ("First High-School Education Group" or the "Company") (OTCQB:FHSEY), an education service provider primarily focusing on high schools in Western China, today announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with One Education Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Parent") and One Education Merger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of Parent (the "Merger"), in a transaction implying an equity value of the Company of approximately US
Certain shareholders of the Company, including the entities ultimately controlled by Mr. Zhaowei Zhang, chairman of the board of directors (the "Board"), chief executive officer of the Company, Mr. Pengwei Luo, director of the Company, and Ms. Yu Wu, and Long-Spring Education Management Limited, Long-Spring Education International Limited, Long-Spring Education Technology Limited and Long-Spring Education Consulting Limited (collectively, the "Rollover Shareholders," and each, a "Rollover Shareholder") have entered into Rollover and Contribution Agreements, respectively, pursuant to which each Rollover Shareholder has irrevocably agreed to contribute the Ordinary Shares it holds or will hold to the Merger Sub prior to the effective time of the Merger (the "Effective Time") in exchange for newly issued ordinary shares of Parent, such that Merger Sub will hold approximately
At the Effective Time, unless otherwise agreed under the Merger Agreement, each Ordinary Share issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US
The Merger Consideration represents (1) a premium of approximately
The buyer group comprises Mr. Shaowei Zhang, Ms. Yu Wu, and Mr. Pengwei Luo (collectively, the "Buyer Group"). Each member of the Buyer Group has also executed and delivered to the Company a limited guarantee in favor of the Company pursuant to which the Buyer Group is guaranteeing certain payment obligations of Parent under the Merger Agreement.
The Board, acting upon the unanimous recommendation of a committee of two independent and disinterested directors established by the Board (the "Special Committee"), approved the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors. Because the Merger is a "short-form" merger in accordance with section 233(7) of the Companies Act between a parent company and one of its subsidiary companies (as those terms are defined in the Companies Act), the Merger does not require a shareholder vote or approval by special resolution of the Company's shareholders if a copy of the Plan of Merger is provided to every registered shareholder of the Company.
The Merger is currently expected to close in the first half of 2025 and is subject to customary closing conditions. If completed, the Merger will result in the Company becoming a privately held company, its ADSs will no longer be quoted on the OTC Market, and the Company's ADS program will be terminated.
Zhongqin Asset Appraisal Co., Ltd. is serving as financial advisor to the Special Committee. Wilson Sonsini Goodrich & Rosati, Professional Corporation, is serving as U.S. legal counsel to the Special Committee. Loeb Smith is serving as Cayman Islands legal counsel to the Special Committee.
CKM Legal is serving as U.S. legal counsel to the Buyer Group. Appleby is serving as Cayman Islands legal counsel to the Buyer Group.
Additional Information about the Merger
The Company will furnish to the U.S. Securities and Exchange Commission (the "SEC") a current report on Form 6-K regarding the Merger, which will include as an exhibit thereto the Merger Agreement. All parties desiring details regarding the Merger are urged to review these documents, which will be available at the SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail a Schedule 13E-3 transaction statement to its shareholders. The documents will be filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS 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 MERGER AND RELATED MATTERS. In addition to receiving the Schedule 13E-3 transaction statement by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger and related matters, without charge, from the SEC's website (http://www.sec.gov).
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the "Risk Factors" section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
For investor and media inquiries, please contact:
First High-School Education Group
Tommy Zhou
Chief Financial Officer
E-mail: tommyzhou@dygz.com
Customer Service
E-mail: FHS_info@dygz.com
Phone: 010-62555966 (9:30-12:00, 13:30-16:00 CST)
SOURCE: First High-School Education Group Co., Ltd.
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FAQ
What is the merger price per ADS for First High-School Education Group (FHSEY)?
When is First High-School Education Group's (FHSEY) going-private transaction expected to close?
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