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:
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 |
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