Noah Education Gets Non-binding Going Private Proposal At $2.80/shr In Cash

(RTTNews) - Noah Education Holdings Ltd. (NED), a provider of education services in China, announced that its board has received a non-binding proposal letter dated December 24, 2013 from Consortium Members to take the company private for $2.80 per ordinary share in cash.

The Proposal represents a premium of 24.4% to the closing price of the Company's ADSs on December 23, 2013, a premium of 21.5% to the volume-weighted average closing price of the Company's ADSs during the last 30 trading days.

The proposal has come from the existing shareholders including Xu Dong, Tang Benguo, Wang Xiaotong, Du Siyuan, Du Qicai and affiliates of the foregoing, and MSPEA Education Holding Limited, 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 "MSPEA" and, collectively, the "Consortium Members".

The Consortium Members believed that its Proposal of $2.80 per ordinary share or per ADS of the Company, as the case may be, in cash provides a very attractive opportunity to the company's shareholders. The each ADS represents one ordinary share of the Company.

According to the proposal letter, the Consortium Members intend to form an acquisition company to implement the Transaction. The Consortium Members intend 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.

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

The company cautioned its shareholders and others considering trading in its securities that the Company has just received the non-binding proposal and has not made any decisions with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.