BEIJING, Sept. 11,
2023 /PRNewswire/ -- Gravitas Education Holdings Inc.
("GEHI" or the "Company") (NYSE: GEHI), a leading early childhood
education service provider in China, today announced the results of the
Company's extraordinary general meeting of shareholders (the "EGM")
held in Beijing today.
14,085,317 Class A ordinary shares of the Company (including
Class A ordinary shares represented by the Company's American
depositary shares, or the "ADSs") and 6,949,141 Class B ordinary
shares of the Company entitled to vote at the EGM were present at
the EGM in person or by proxy. Each Class A ordinary share is
entitled to one vote, and each Class B ordinary share is entitled
to ten votes. These shares represented approximately 92.7% of the
total outstanding votes represented by the Company's total Class A
ordinary shares and Class B ordinary shares outstanding as of the
record date on August 7, 2023.
At the EGM, shareholders approved, through a special resolution,
the agreement and plan of merger, dated as of April 18, 2023, as it may be amended from time to
time (the "Merger Agreement") by and among the Company, Bright
Sunlight Limited, a Cayman Islands
exempted company and a direct, wholly owned subsidiary of the
Company ("Merger Sub"), Best Assistant Education Online Limited, a
Cayman Islands exempted company
("Best Assistant") and a controlled subsidiary of NetDragon Websoft
Holdings Limited (HKEX: 0777, "NetDragon"), a Cayman Islands exempted company, and solely
for purposes of certain named sections thereof, NetDragon, pursuant
to which Best Assistant will form a Cayman Islands exempted company limited by
shares ("eLMTree") as its wholly owned subsidiary and transfer the
education business of NetDragon outside of the PRC to eLMTree, and
Merger Sub will merge with and into eLMTree with eLMTree continuing
as the surviving company and becoming a wholly owned subsidiary of
the Company (the "Merger"), and any and all transactions
contemplated by the Merger Agreement, including the Merger (the
"Merger Proposal"). As of the date hereof, Best Assistant has
formed eLMTree and eLMTree has executed and delivered a joinder to
the Merger Agreement.
At the EGM, shareholders also approved certain additional
Merger-related proposals, including:
- through a special resolution, that, subject to and conditional
upon the Merger becoming effective, the fifth amended and restated
memorandum and article of association of the Company be amended and
restated by their deletion in their entirety and the substitution
of in their place of the sixth amended and restated memorandum and
articles of association of the Company (the "A&R MAA")
effective immediately prior to the effective time (the "Effective
Time") of the Merger (the "Amendment Proposal");
- through a special resolution, that, subject to and conditional
upon the Merger becoming effective, the name of the Company be
changed from "Gravitas Education Holdings, Inc." to "Mynd.ai, Inc."
effective immediately prior to the Effective Time (the "Name
Change") (the "Name Change Proposal");
- through a special resolution, that, subject to and conditional
upon the Merger becoming effective, immediately prior to the
Effective Time, the authorized share capital of the Company be
varied as follows (the "Variation of Share Capital"): (a) the
authorized share capital of the Company shall be varied to
US$1,000,000 divided into
1,000,000,000 shares comprising of (i) 990,000,000 ordinary shares
of a par value of US$0.001 each (each
an "Ordinary Share") and (ii) 10,000,000 shares of a par value of
US$0.001 each of such class or
classes (however designated) as the board of directors may
determine in accordance with the A&R MAA, and (b) all Class A
ordinary shares of the Company prior to the adoption of the A&R
MAA, par value US$0.001 per share
("Class A Ordinary Shares") and all Class B ordinary shares of the
Company prior to the adoption of the A&R MAA, par value
US$0.001 per share ("Class B Ordinary
Shares") in the authorized share capital of the Company (including
all issued and outstanding Class A Ordinary Shares and Class B
Ordinary Shares, and all authorized but unissued Class A Ordinary
Shares and Class B Ordinary Shares) shall be re-designated as
Ordinary Shares (the "Variation of Share Capital Proposal");
- through an ordinary resolution, that the issuance of Merger
Consideration (as defined below) at the Effective Time be
authorized and approved: at the Effective Time, each ordinary share
of eLMTree issued and outstanding immediately prior to the
Effective Time will be cancelled in exchange for the right to
receive a number of validly issued, fully paid and non-assessable
Ordinary Shares equal to (a) the eLMTree per share value (which is
in turn calculated by (i) the eLMTree Equity Value (being
US$750,000,000 assuming a normalized
level of working capital of no less than US$25,000,000 at the closing of the Merger (the
"Closing")) divided by (ii) the number of ordinary shares of
eLMTree that are outstanding immediately prior to the Effective
Time), divided by (b) the GEHI per share value (which is in
turn calculated by (i) the GEHI Equity Value (being US$50,000,000 assuming the net cash of the
Company will be US$15,000,000 at the
Closing), divided by (ii) the number of all Class A Ordinary
Shares that are outstanding immediately prior to the Effective Time
on a fully-diluted basis) (the "Per Share Merger Consideration",
and the aggregate number of Ordinary Shares to be issued by the
Company, the "Merger Consideration"), except for (x) all ordinary
shares of eLMTree that are owned by the Company, eLMTree, Merger
Sub or any wholly owned subsidiary of eLMTree immediately prior to
the Effective Time (the "Excluded Shares") which shall
automatically be canceled and shall cease to exist, and (y)
ordinary shares of eLMTree issued and outstanding immediately prior
to the Effective Time held by holders who have validly exercised,
or have not otherwise lost, their dissenters' rights for such
ordinary shares of eLMTree in accordance with Section 238 of the
Companies Act (as revised) of the Cayman
Islands (the "Cayman Islands Companies Act") (such ordinary
shares of eLMTree being referred to collectively as the "Dissenting
Shares", and holders of the Dissenting Shares collectively, the
"Dissenting Shareholders") shall be cancelled and cease to exist at
the Effective Time and the Dissenting Shareholders shall not be
entitled to receive the Per Share Merger Consideration, but instead
shall be entitled only to receive the payment of the fair value of
such Dissenting Shares held by them determined in accordance with
Section 238 of the Cayman Islands Companies Act (the "Issuance of
Merger Consideration Proposal"); and
- through an ordinary resolution, that each of the directors and
officers of the Company be authorized to do all things necessary to
give effect to the Merger Agreement and the transactions
contemplated thereunder including the Merger, the issuance of the
Merger Consideration, the adoption of the A&R MAA, the Name
Change and the Variation of Share Capital (the "General
Authorization Proposal").
Since each of the above proposals was duly
passed, the proposal regarding adjournment as set forth in the
Company's proxy statement dated July 31,
2023 was no longer necessary and not voted upon at the
EGM.
The voting results were as follows:
|
VOTES
FOR
|
|
VOTES
AGAINST
|
|
VOTES
ABSTAINED
|
Merger
Proposal
|
82,065,527
|
|
149,700
|
|
1,361,500
|
Amendment
Proposal
|
82,065,507
|
|
149,720
|
|
1,361,500
|
Name Change
Proposal
|
82,065,507
|
|
149,700
|
|
1,361,520
|
Variation of Share
Capital Proposal
|
82,065,507
|
|
149,720
|
|
1,361,500
|
Issuance of Merger
Consideration
Proposal
|
82,065,507
|
|
149,720
|
|
1,361,500
|
General Authorization
Proposal
|
82,065,507
|
|
149,720
|
|
1,361,500
|
Completion of the Merger is subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement,
including, among other things, certain regulatory approvals. The
Company will work with the other parties to the Merger Agreement
towards satisfying all other conditions precedent to the completion
of the Merger set forth in the Merger Agreement and complete the
Merger as quickly as possible.
About Gravitas Education Holdings, Inc.
Founded on the core values of "Care" and "Responsibility,"
"Inspire" and "Innovate," Gravitas Education Holdings, Inc.
(formerly known as RYB Education, Inc.) is a leading early
childhood education service provider in China. Since opening
its first play-and-learn center in 1998, the Company has grown and
flourished with the mission to provide high-quality, individualized
and age-appropriate care and education to nurture and inspire each
child for his or her betterment in life. During its two decades of
operating history, the Company has built itself into a
well-recognized education brand and helped bring about many new
educational practices in China's
early childhood education industry. GEHI's comprehensive
early childhood education solutions meet the needs of children from
infancy to 6 years old through structured courses at kindergartens
and play-and-learn centers, as well as at-home educational products
and services.
Safe Harbor Statement
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 Merger, including the equity values, the
benefits of the Merger, 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 Merger, 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 eLMTree;
(iv) risks related to disruption of management time from ongoing
business operations due to the Merger; (v) the risk that any
announcements relating to the Merger could have adverse effects on
the market price of the Company's securities; (vi) the risk that
the Merger and its announcement could have an adverse effect on the
ability of eLMTree 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 eLMTree
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 Merger, and other documents that the
parties may file with or furnish to 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 eLMTree, 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.
For investor and media inquiries, please
contact:
In China:
Gravitas Education Holdings, Inc.
Investor Relations
Tel: 86-10-8767-5752
E-mail: ir@geh.com.cn
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SOURCE Gravitas Education Holdings Inc.