RISE Education to Hold Extraordinary General Meeting of Shareholders on April 29, 2022
RISE Education Cayman Ltd (NASDAQ: REDU) will hold an extraordinary general meeting (EGM) on April 29, 2022, in Beijing to approve a merger with Dada Auto Inc. (NaaS). This transaction involves shareholders exchanging NaaS shares for newly issued shares of RISE, making NaaS a wholly owned subsidiary. Additional proposals include changing the company name to NaaS Technology Inc. and increasing authorized share capital to $25 million. Shareholders of record by April 11, 2022, can vote and must read the filed proxy statement for details.
- Merger with Dada Auto Inc. may enhance market positioning.
- Change of company name to NaaS Technology Inc. aligns with new business strategy.
- Increase in authorized share capital to $25 million provides financial flexibility.
- Transaction completion is subject to regulatory approvals and other conditions.
- Potential disruption to ongoing business operations during merger proceedings.
- Risks of adverse effects on market price due to merger announcements.
BEIJING, April 4, 2022 /PRNewswire/ -- RISE Education Cayman Ltd ("RISE" or the "Company") (NASDAQ: REDU) today announced that it will hold an extraordinary general meeting of shareholders (the "EGM") at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street Guangqumennei, Dongcheng District, Beijing 100062, People's Republic of China, on Friday, April 29, 2022 at 10:00 a.m. (China Standard Time), for the purposes of considering and, if thought fit, approving the transactions contemplated in the Agreement and Plan of Merger (the "Merger Agreement"), dated February 8, 2022, pursuant to which the shareholders of Dada Auto Inc. ("NaaS") will exchange all of the issued and outstanding share capital of NaaS for newly issued shares of the Company in a transaction exempt from the registration requirements under the Securities Act of 1933 (the "Transaction"). The Transaction, which was previously announced on February 8, 2022, will upon consummation result in NaaS becoming a wholly owned subsidiary of the Company.
Shareholders of the Company will also be asked to consider and vote on certain additional Transaction-related proposals at the EGM, including
- change of the name of the Company from "RISE Education Cayman Ltd" to "NaaS Technology Inc.", effective immediately prior to the consummation of the Transaction;
- increase and re-designation of the authorized share capital of the Company, effective immediately prior to the consummation of the Transaction, such that following such changes, the authorized share capital of the Company will be US
$25,000,000 divided into (i) 700,000,000 Class A ordinary shares of US$0.01 each; (ii) 300,000,000 Class B ordinary shares of US$0.01 each; (iii) 1,400,000,000 Class C ordinary shares of US$0.01 each and (iv) 100,000,000 shares as such class or series (however designated) as the board of directors of the Company may determine in accordance with the memorandum and articles of association of the Company; and - amendment and restatement of the amended and restated memorandum and article of association of the Company, effective immediately prior to the consummation of the Transaction.
Holders of record of ordinary shares of the Company at the close of business in the Cayman Islands on April 11, 2022 are entitled to notice of, and to vote at, the EGM or any adjournment thereof. Holders of the Company's American depositary shares ("ADSs") at the close of business in New York City on April 4, 2022 are entitled to exercise their voting rights for the underlying ordinary shares and must act through the depositary of the Company's ADS program, JP Morgan Chase Bank, N.A.
The notice of the EGM, which contains the detailed proposals to be presented at the EGM, and the proxy statement related to the EGM, are being filed today with the U.S. Securities and Exchange Commission ("SEC") and can be obtained without charge from the SEC's website (http://www.sec.gov). These documents are also available in the "Investors" section of RISE's corporate website at https://ir.risecenter.com/. In addition, the proxy materials (including the proxy statement) will be mailed to the Company's shareholders and holders of ADSs.
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 CONTAIN VOTING INSTRUCTIONS AND IMPORTANT INFORMATION ABOUT THE COMPANY, NAAS, THE TRANSACTION AND RELATED MATTERS.
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of NaaS or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of NaaS or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains certain "forward-looking statements." These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the pending transactions described herein, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the business combination, including the equity values, the benefits of the business combination, expected revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "will," "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward- looking statements.
Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the business combination, including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iii) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of the Company or NaaS; (iv) risks related to disruption of management time from ongoing business operations due to the business combination; (v) the risk that any announcements relating to the business combination could have adverse effects on the market price of the Company's securities; (vi) the risk that the business combination and its announcement could have an adverse effect on the ability of NaaS to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (vii) any changes in the business or operating prospects of NaaS or its businesses; (viii) changes in applicable laws and regulations; and (ix) risks relating to the combined company's ability to enhance its services and products, execute its business strategy, expand its customer base and maintain stable relationship with its business partners.
A further list and description of risks and uncertainties can be found in the proxy statement that will be filed with the SEC by the Company in connection with the business combinations, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and NaaS, the Company and their subsidiaries and affiliates undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Additional Information and Where to Find It
The Company will file with the SEC and mail to its shareholders a proxy statement in connection with the business combination. Investors and security holders are urged to read the proxy statement when it becomes available because it will contain important information regarding the proposed arrangement. You may access the proxy statement (when available) and other related documents filed by the Company with the SEC at the SEC's website at www.sec.gov. You also may obtain the proxy statement (when it is available) and other documents filed by the Company with the SEC relating to the proposed arrangement for free by accessing the Company's website at en.risecenter.com by clicking on the link for "Investors", then clicking on the link for "Featured Documents."
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SOURCE RISE Education Cayman Ltd
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