BEIJING, Dec. 7, 2023
/PRNewswire/ -- Gravitas Education Holdings, Inc. ("GEHI" or the
"Company") (NYSE: GEHI), a leading early childhood education
service provider in China,
announced today that, the transaction parties have received
all necessary regulatory approvals related to the merger
transaction (the "Merger") by and among the Company, NetDragon
Websoft Holdings Limited (HKEX: 0777, "NetDragon") and Elmtree
Inc., a Cayman Islands exempted
company limited by shares wholly owned by Best Assistant
("eLMTree"). All conditions precedent to Closing have been
satisfied, and the transaction parties will proceed with the
closing of the Merger (the "Closing").
As previously announced, a special cash dividend of US$5.628 per American depositary share
("ADS(s)"), or US$0.5628 per ordinary
share, will be payable on or before the 21st day after
the date of 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 December
11, 2023. The aggregate amount of cash dividends to be paid
is approximately US$16
million. In order to retain the right to the cash
dividend, ADS holders of the Company need to hold the ADSs until
the ex-dividend date, which shall be the first business day after
the Closing.
The Company also announced that it has entered into a second
omnibus amendment and waiver (the "Second Amendment Agreement"),
pursuant to which the transaction parties have agreed, among other
things, to change the acceptable listing venue of the Company, to
amend certain condition precedent to Closing and to amend and waive
certain condition precedent to the sale of the Company's shares by
certain existing shareholders of the Company pursuant to a share
purchase agreement dated April 18,
2023, as amended, to NetDragon. Pursuant to the Second
Amendment Agreement, the transaction parties have agreed that in
addition to New York Stock Exchange (the "NYSE"), NYSE American LLC
("NYSE American") and any tier of the Nasdaq Stock Market are also
the qualified stock exchanges on which the Company may be listed in
connection with the Merger.
The Company further announced that it will transfer the listing
of its ADSs from the NYSE to NYSE American upon completion of the
Merger. The Company has received the approval for listing from the
staff of the NYSE American on December 6,
2023. The Company expects to begin trading on the NYSE
American on or about December 13,
2023 under the new name "Mynd.ai, Inc." and the new ticker
symbol of "MYND". Before that, the Company will continue to trade
on NYSE under its current ticker symbol "GEHI".
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
View original
content:https://www.prnewswire.com/news-releases/gehi-announces-plan-for-closing-of-merger-and-transfer-to-nyse-american-302008607.html
SOURCE Gravitas Education Holdings Inc.
