HONG KONG, July 11, 2017 /PRNewswire/ -- Nord Anglia
Education, Inc. (NYSE: NORD) ("Nord Anglia Education" or the
"Company"), the world's leading premium schools organization, today
announced that it has called an extraordinary general meeting of
shareholders (the "EGM") to be held on August 21, 2017 at 2
p.m. (London, UK time), at
Grosvenor House, A JW Marriott Hotel, 86-90 Park Lane, London W1K 7TN, United Kingdom, to consider and vote on, among
other matters, the proposal to authorize and approve the previously
announced agreement and plan of merger dated as of April 25, 2017 (the "Merger Agreement"), among
the Company, Bach Finance Limited ("Parent") and Bach Acquisitions
Limited ("Merger Sub"), a subsidiary of Parent, the plan of merger
required to be filed with the Registrar of Companies of the
Cayman Islands (the "Plan of
Merger"), and the transactions contemplated thereby, including the
Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will merge with and into the Company (the "Merger"), with the
Company continuing as the surviving company and a subsidiary of
Parent in accordance with Companies Law of the Cayman Islands. Merger Sub and Parent are, or
at the effective time of the Merger will be, beneficially owned by
a consortium (the "Buyer Group") led by Canada Pension Plan
Investment Board and funds affiliated with Baring Private Equity
Asia. If completed, the Merger will result in the Company becoming
a privately-held company and the Company's ordinary shares no
longer being listed on the NYSE. In addition, the Company's
ordinary shares will cease to be registered under Section 12 of the
U.S. Securities Exchange Act of 1934, as amended.
The Company's board of directors, acting upon the unanimous
recommendation of a special committee of the Company's board of
directors composed entirely of independent directors unaffiliated
with the Buyer Group or any member of the management of the
Company, authorized and approved the Merger Agreement, the Plan of
Merger and the transactions contemplated thereby (including the
Merger) and resolved to recommend that the Company's shareholders
vote FOR, among other things, the proposal to authorize and approve
the Merger Agreement, the Plan of Merger and the transactions
contemplated thereby (including the Merger).
Shareholders of record as of the close of business in
New York on July 10, 2017 will be entitled to attend and vote
at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as Exhibit (a)-(1) thereto,
as amended, filed with the Securities and Exchange Commission (the
"SEC"), which can be obtained, along with other filings containing
information about the Company, the proposed Merger and related
matters, without charge, from the SEC's website
(http://www.sec.gov). In addition, the Company's proxy materials
(including the final proxy statement) will be mailed to the
Company's shareholders.
SHAREHOLDERS ARE URGED TO READ, CAREFULLY AND IN THEIR
ENTIRETY, THESE MATERIALS AND OTHER MATERIALS TO BE 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.
Forward-Looking Statements
This press release contains
forward-looking statements that can be identified by terminology
such as "if," "will," "expected," and similar statements.
Forward-looking statements involve inherent risks, uncertainties
and assumptions. Risks, uncertainties and assumptions include:
uncertainties as to how the Company's shareholders will vote at the
meeting of shareholders; the possibility that competing offers will
be made; the expected timing of the completion of the merger; the
possibility that various closing conditions for the transaction may
not be satisfied or waived; and other risks and uncertainties
discussed in documents filed with the SEC by the Company, including
the Schedule 13E-3 transaction statement and the proxy statement
attached thereto. These forward-looking statements reflect the
Company's expectations as of the date of this press release. You
should not rely upon these forward-looking statements as
predictions of future events. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
About Nord Anglia Education, Inc.
Nord Anglia
Education (NYSE: NORD) is the world's leading premium schools
organization. Our 44 international schools are located in
China, Europe, the Middle
East, Southeast Asia and
North America. Together, they
educate more than 38,400 students from kindergarten through to the
end of secondary education. We are driven by one unifying
philosophy - we are ambitious of our students, our people and our
family of schools. Our schools deliver a high quality education
through a personalized approach enhanced with unique global
opportunities to enable every student to succeed. We primarily
operate in geographic markets with high foreign direct investment,
large expatriate populations and rising disposable income. We
believe that these factors contribute to high demand for premium
schools and strong growth in our business. Nord Anglia
Education is headquartered in Hong Kong SAR, China. Our website is
www.nordangliaeducation.com.
For further information, please contact:
Vanessa Cardonnel
Corporate Finance and Investor Relations Director – Nord Anglia
Education
Tel: +852 3951 1130
Email: vanessa.cardonnel@nordanglia.com
Georgeson LLC
Tel: +1.886.257.5415 (+1.781.575.2137 outside the United States)
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
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SOURCE Nord Anglia Education, Inc.
