Noah Education Gets "going Private" Offer From Management-led Consortium

(RTTNews) - China-based education services provider Noah Education Holdings Ltd. (NED) said Tuesday that it has received an offer to be taken private by a consortium that includes the company's interim CEO as well as its founder for $2.80 in cash per ordinary share and $2.80 per American Depositary Share or ADS.

The offer price represents a 24.4 percent premium to the closing price of Noah Education's ADS of $2.25 on Monday, December 23, 2013.

Noah Education said that the consortium comprises its existing shareholders, including the company's chairman and acting CEO Xu Dong, founder and director Wang Xiaotong, director Du Qicai, Tang Benguo, Du Siyuan, and MSPEA Education Holding Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and an affiliate of Morgan Stanley Private Equity Asia, the private equity arm of Morgan Stanley.

The consortium members directly and indirectly beneficially own about 59.3 percent of Noah Education's issued and outstanding ordinary shares as well as ADSs. The consortium members have offered to acquire all of the outstanding shares of the company not currently owned by them in a "going private" transaction.

Noah Education said its board of directors has formed a special committee consisting of four independent directors to consider the proposal. The company expects that the special committee will retain a financial advisor and legal counsel to assist it in its work.

According to the proposal letter, the consortium members plan to form an acquisition company to implement the transaction. The consortium intends to finance the transaction with equity capital provided by the consortium members.

All consortium members who are existing shareholders of the company intend to roll over their equity in the company for equity in the acquisition company. Cash consideration for the acquisition will be funded or arranged by MSPEA.

NED closed Monday's trading on the NYSE at $2.25, down $0.05 or 2.17 percent on a volume of 9,874 shares.