BEIJING, Nov. 3, 2023
/PRNewswire/ -- Gravitas Education Holdings, Inc. (the
"Company") (NYSE: GEHI), a leading early childhood education
service provider in China, today
announced that, further to its announcement regarding the payment
of a special dividend dated September 21,
2023, the Company expects that the special dividend will be
paid on or before the 21st day after the date of the
Closing (as defined below) to shareholders of record at the close
of business in the Cayman Islands
and holders of American depositary shares ("ADS(s)") at the close
of business in New York on
November 14, 2023. The Company
expects the date of the Closing to be on or after November 15, 2023, subject to the satisfaction of
certain closing conditions and regulatory approval related to the
Merger (as defined below). The special cash dividend to be paid
ranges from US$5.628 to US$6.085 per ADS, or from US$0.5628 to US$0.6085 per ordinary share. The aggregate
amount of cash dividends to be paid ranges from US$16 million to US$17.3
million.
The Company announced on April 18,
2023, that it entered into an agreement and plan of merger
(the "Merger Agreement"), dated April 18,
2023, with Bright Sunlight Limited, a Cayman
Islands exempted company and a direct, wholly owned subsidiary
of the Company (the "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. It is contemplated that Best
Assistant will transfer the education business of NetDragon outside
of the PRC to Elmtree Inc., a Cayman
Islands exempted company limited by shares wholly owned by
Best Assistant ("eLMTree"). Pursuant to the Merger Agreement,
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").
The Company subsequently announced on September 21, 2023 that its board of directors
approved the special cash dividend conditional upon the closing of
the Merger (the "Closing") and that the special cash dividend will
be paid by the Company on or before the 21st day after the date of
the Closing to shareholders of record at the close of business in
the Cayman Islands and holders of
ADSs at the close of business in New
York on the date immediately prior to the date of Closing
(the "Record Date"). Subject to final confirmation on the date of
the Closing, which is in turn subject to the satisfaction of
certain closing conditions and regulatory approval related to the
Merger, the Company expects the Record Date to be November 14, 2023 or a later date which is one
day prior to the date of the Closing, and undertakes to promptly
disclose any material development related to the Merger.
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 announcement contains forward-looking statements. These
statements are made under 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," "future," "intends,"
"plans," "believes," "estimates," "confident" and similar
statements. Statements that are not historical facts, including
statements about the Company's beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement, including but not limited to the
following: the Company's brand recognition and market reputation;
student enrollment in the Company's teaching facilities; the
Company's growth strategies; its future business development,
results of operations and financial condition; trends and
competition in China's early childhood education market;
changes in its revenues and certain cost or expense items; the
expected growth of the Chinese early childhood education market;
Chinese governmental policies relating to the Company's industry
and general economic conditions in China. Further information
regarding these and other risks is included in the Company's
filings with the SEC. All information provided in this press
release and in the attachments is as of the date of this press
release, and the Company undertakes no obligation to update any
forward-looking statement, except as required under applicable
law.
CONTACT: Gravitas Education Holdings, Inc., Investor
Relations, E-mail: ir@geh.com.cn
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SOURCE Gravitas Education Holdings Inc.