RISE Education Cayman Ltd Enters into a Definitive Merger Agreement with Dada Auto Inc., an Innovative Technology Solutions Provider to China's Electric Vehicle Charging Market
The Transaction values NaaS at an equity value of approximately
Upon completion of the Transaction, the existing NaaS shareholders and existing Company shareholders (including holders of ADSs) will own approximately 92.9% and 7.1%, respectively, of the outstanding shares of the combined company. Immediately prior to the completion of the Transaction, the Company's ordinary shares will be divided into three classes - Class A ordinary shares, Class B ordinary shares and Class C ordinary shares - with different voting powers but equal economic rights. Please refer to the Merger Agreement included as Exhibit 99.2 to the Form 6-K furnished by the Company to the
The Company's board of directors (the "Board"), acting upon the unanimous recommendation of the audit committee of the Board (the "Audit Committee"), approved the Merger Agreement and the Transaction and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement, the other transaction documents (including the Support Agreement and the voting agreement (the "Voting Agreement") entered into by and among the Company, NaaS and the parent company of NaaS) and the Transaction. The Audit Committee negotiated the terms of the Merger Agreement and the other transaction documents with the assistance of its financial and legal advisors. The Audit Committee received a fairness opinion from its independent financial advisor,
The Company Major Shareholder, who holds approximately 60% of the outstanding shares of the Company as of the date of this press release, has entered into a support agreement (the "Support Agreement"), agreeing to vote in favor of the Transaction and other proposals as may be reasonably agreed to by NaaS and the Company as necessary or appropriate in connection with the consummation of the Transaction.
The Company and NaaS anticipate that the Transaction will be completed around mid-2022, subject to the satisfaction of closing conditions set forth in the Merger Agreement, including among other things, receipt of Company shareholder approval and regulatory approvals, including necessary PRC regulatory approvals (if applicable) and the continuous listing of the Company on the Nasdaq.
"I am delighted that we have the opportunity to bring these two companies together. NaaS is a leading player in an interesting industry with strong management and a proven business model. I believe this combination will deliver significant shareholder value and long term growth opportunity to RISE investors," said Lihong Wang, Chairwoman and CEO of the Company.
The foregoing description of the Merger Agreement, the Support Agreement and the Voting Agreement does not purport to be complete and is qualified in its entirety to the full text of the Merger Agreement, the Support Agreement and the Voting Agreement, which are included as Exhibits 99.2, 99.3 and 99.4 to the Form 6-K furnished by the Company to the
NaaS is a leading operation and technology provider serving
About China EV and EV Charging Market
This press release contains certain "forward-looking statements." These statements are made under the "safe harbor" provisions of the
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 proposed transaction, 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 proposed transaction; (v) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company's securities; (vi) the risk that the proposed transaction 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
No Offer or Solicitation
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.
Participants in the Solicitation
The Company, NaaS and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement pertaining to the proposed transaction when it becomes available for the proposed transaction.
Additional Information and Where to Find It
The Company will file with the
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For investor and media inquiries, please contact: Investor Relations, RISE Education, Email: email@example.com, Tel: +86 (10) 8559-9191