BEIJING, June 24,
2022 /PRNewswire/ -- China Online Education Group
("51Talk" or the "Company") (NYSE: COE), a global online education
platform with core expertise in English education, today announced
that it has entered into a definitive share purchase agreement,
dated June 24, 2022 (the "Share
Purchase Agreement"), with Dasheng
Holding (HK) Limited ("Dasheng"), an entity controlled by
Mr. Jiajia Jack Huang, chairman of
the board of directors (the "Board") and chief executive officer of
the Company, pursuant to which Mr. Jiajia
Jack Huang, through Dasheng, will acquire all of the
Company's online English tutoring businesses in the China mainland, including all associated
liabilities and assets (the "China Mainland Business"), for
US$1.
The China Mainland Business is conducted by the subsidiaries of
and variable interest entities controlled by China Online Education
(HK) limited ("COE HK"), which is in turn a wholly-owned subsidiary
of the Company. Pursuant to the Share Purchase Agreement, Dasheng
will acquire all of the equity interests of COE HK from the Company
(the "Transaction"). After the closing of the Transaction (the
"Closing"), Dasheng will grant a right to the Company to purchase
certain newly issued shares of up to 99% of the outstanding shares
of the entities holding the China Mainland Business with an
exercise price of US$1 (the
"Warrant"). The Warrant may be exercised within five years from the
Closing, subject to applicable laws of China and requirements of the competent
government authorities.
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
Share Purchase Agreement and the Transaction. The Special Committee
negotiated the terms of the Share Purchase Agreement with the
assistance of financial and legal advisors.
The Closing is subject to certain customary conditions and is
expected to take place on or around June 30,
2022.
The Company's overseas business outside the China mainland and its associated assets and
liabilities are not part of the Transaction and will be the
Company's strategic focus going forward. Upon the Closing, the
Company expects to shift from a negative net assets position to a
positive net assets position.
Safe Harbor Statement
This press release contains statements that may constitute
"forward-looking" statements which are made pursuant to 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," "expects," "anticipates," "aims,"
"future," "intends," "plans," "believes," "estimates," "likely to,"
and similar statements. 51Talk may also make written or oral
forward-looking statements in its periodic reports to the
Securities and Exchange Commission ("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 51Talk's beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. Further information regarding
these and other risks is included in 51Talk's filings with the SEC.
All information provided in this press release is as of the date of
this press release, and 51Talk does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
About China Online Education Group
China Online Education Group (NYSE: COE) is a global online
education platform with core expertise in English education. The
Company's mission is to make quality education accessible and
affordable. The Company's online and mobile education platforms
enable students to take live interactive English lessons on demand.
The Company connects its students with a large pool of highly
qualified teachers that it assembled using a shared economy
approach, and employs student and teacher feedback and data
analytics to deliver a personalized learning experience to its
students.
For further information: China Online
Education Group, Investor Relations,
ir@51talk.com.
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SOURCE China Online Education Group