Tarena To Be Taken Private $230 Mln Deal; Shares Up 13% – Quick Facts

Chinese educational firm Tarena International, Inc. (TEDU) announced Friday that it has entered into an Agreement and Plan of Merger with Kidedu Holdings Ltd. and Kidarena Merger Sub, a wholly owned subsidiary of Kidedu. Pursuant to the Merger Agreement, Kidarena will merge with and into Tarena, with the Tarena continuing as the surviving company and becoming a wholly owned subsidiary of Kidedu, in a transaction implying an equity value of approximately $230.6 million.

Pursuant to the Merger Agreement, at the effective time of the Merger, each American depository share of the Company will be cancelled in exchange for the right to receive US$4.00 in cash per ADS without interest.

The merger consideration represents a premium of approximately 27.4% to the closing price of the ADSs on December 7, 2020, the last trading day prior to the Company’s confirmation of receipt of the preliminary non-binding “going-private” proposal from Shaoyun Han.

The merger consideration will be funded through cash contribution by Ascendent Capital Partners III, L.P. or its affiliates.

The Company’s board of directors, acting upon the unanimous recommendation of a special committee of independent directors, approved the merger agreement and resolved to recommend that the Company’s shareholders vote to authorize and approve the agreement. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.

The merger is currently expected to close during the third quarter of 2021 and is subject to customary closing conditions, including the approval of the agreement by the affirmative vote of shareholders representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy at a meeting of the Company’s shareholders.

If completed, the Merger will result in the Company becoming a privately held company and its ADSs will no longer be listed on the NASDAQ Global Select Market.

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