RISE Education Cayman Ltd (REDU) stock surged 15.81% in the after-market trading session at the price of $0.6132 after it published the results of its extraordinary general meeting of shareholders held on 23rd December 2021.
REDU Disclosed Results of General Meeting
On 23rd December 2021, REDU reported the results of its extraordinary general meeting (EGM) of shareholders held in Beijing. At the meeting, shareholders approved the adjournment of the EGM, if necessary, to solicit additional proxies in case of insufficient votes to approve the Sale and Purchase Agreements and other transactions.
At the EGM, shareholders approved the sale of all equity interests in Rise Education Information Consulting to Wuhan Xinsili Culture Development in consideration of the Buyer SPV. Stakeholders also approved the sale of all equity interests in Rise IP and Rise HK Ltd to Bain Capital Rise Education IV Cayman Ltd.
WFOE Purchase Agreement
On 1st December 2021, REDU announced entering into WFOE Purchase Agreement with Rise (Tianjin) Education Information Consulting, Wuhan Xinsili Culture Development, Beijing Step Ahead Education Technology Development, Rise IP (Cayman) Limited, and RISE Education International Limited. On the same day, REDU entered into the IP Holdco Purchase Agreement with Bain Capital Rise Education IV Cayman Limited and Rise Education Cayman I Ltd.
Under the agreement, the company will sell all of the equity interests in WFOE to the Buyer Consortium. The company will also contribute US dollars equivalent to RMB20 million to WFOE. Additionally, the Buyer SPV warrant that they will have at least RMB100,000,000 at the closure of the WFOE Sale to fund the business activities of WFOE and its subsidiaries.
The deal can end upon mutual consensus if the closure of the WFOE Sale will not take place within three months after the enactment of the WFOE Purchase Agreement. The IP Holdco Purchase Agreement can also get terminated if the closing of the IP Sale will not take place within three months following the execution. The closure of the Sale is uncertain, and there is no guarantee that all conditions will be satisfied or waived.