BEIJING, Sept. 16,
2022 /PRNewswire/ -- China Liberal Education Holdings
Limited (Nasdaq: CLEU) (the "Company," "ListCo" or "our"), a
China-based company that provides smart campus solutions and other
educational services, today announced that it has entered into a
non-binding letter of intent ("LOI") with Aiways Holdings Limited
("Aiways"), a global new electric vehicle brand, to acquire all the
outstanding equity interest of Aiways (the "Acquisition").
Pursuant to the proposed terms of the LOI, the Acquisition would
value all the equity interests of Aiways at an aggregate amount
ranging from US$5.0 billion to
US$6.0 billion (or as otherwise
agreed by the parties and stipulated in the definitive agreement)
(the "Equity Value"), with reference to a valuation of Aiways as
appraised by a qualified third-party firm. On the closing date of
the Acquisition, all the equity interests of Aiways will be
converted into the ordinary shares of ListCo, in each case based on
the applicable conversion ratio that will represent an aggregate
number of newly issued ListCo's ordinary shares equal to the Equity
Value divided by the volume-weighted average price of ListCo's
ordinary shares as quoted on Nasdaq for a 30 trading-day-period
prior to the date of execution of the definitive agreement.
The Company has not entered into a binding agreement with Aiways
with respect to the Acquisition. Both parties are currently
completing their respective due diligence review of the other party
and are continuing to negotiate the terms of a definitive
agreement. Accordingly, the Company cannot assure you that it will
effect the Acquisition with Aiways or, even if it is able to
consummate the Acquisition, that the terms of the Acquisition or
any other acquisition transaction so contemplated will be on the
terms set forth in the LOI or that the intended benefits of the
Acquisition will be fully realized. The Acquisition is also subject
to specified conditions precedent that must be satisfied or validly
waived, including the receipt of any required regulatory and
corporate approvals, including the approval from the Company's
shareholders. The Company cannot assure you that all of the
conditions precedent will be satisfied or validly waived in order
to consummate the Acquisition. If the conditions precedent are not
satisfied or validly waived in a timely manner or at all, the
Acquisition may not occur or may be delayed, and the Company may
lose some or all of the intended benefits of the proposed
Acquisition with Aiways.
About Aiways Holdings Limited
Aiways Holdings Limited is a global new electric vehicle ("NEV")
brand that designs, develops and jointly manufactures smart NEVs.
Aiways has designed and engineered smart NEVs to meet the quality
and safety requirements in both China and the European Union.
Aiways has strategically targeted the underserved mid-price NEV
segment, which it believes is a large and fast-growing market in
China and Europe with limited NEV model offering
relative to the overall large market size. The global Aiways
network comprises a highly innovative, digitalized plant in
Shangrao (China) with an annual capacity of 150,000 vehicles, an
R&D center and a design center in Shanghai (China), and a battery pack factory
in Changshu (China) and the European
Sales Centre in Munich, Germany.
For more information, visit the Company's website at
https://www.ai-ways.com.
About China Liberal Education Holdings Limited
China Liberal, headquartered in Beijing, is an educational service provider in
China. It provides a wide range of
services, including those under sino-foreign jointly managed
academic programs; overseas study consulting services;
technological consulting services for Chinese universities to
improve their campus information and data management system and to
optimize their teaching, operating and management environment,
creating a "smart campus"; and tailored job readiness training to
graduating students. For more information, please visit the
Company's website at ir.chinaliberal.com.
Forward-Looking Statements
This document contains forward-looking statements. These
forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company's expectations and
projections about future events, which the Company derives from the
information currently available to the Company. Such
forward-looking statements relate to future events or the Company's
future performance, including: our ability to enter into a binding
agreement with Aiways regarding the Acquisition; our ability to
close the Acquisition; our ability to successfully integrate the
newly acquired business; our financial performance and projections;
our growth in revenue and earnings; and our business prospects and
opportunities. You can identify forward-looking statements by those
that are not historical in nature, particularly those that use
terminology such as "may," "should," "expects," "anticipates,"
"contemplates," "estimates," "believes," "plans," "projected,"
"predicts," "potential," or "hopes" or the negative of these or
similar terms. In evaluating these forward-looking statements, you
should consider various factors, including: the execution of any
definitive agreement to effect the proposed Acquisition and the
consummation of the transactions contemplated thereunder, including
the Acquisition. These and other factors may cause our actual
results to differ materially from any forward-looking statement.
Forward-looking statements are only predictions. The
forward-looking events discussed in this press release and other
statements made from time to time by us or our representatives, may
not occur, and actual events and results may differ materially and
are subject to risks, uncertainties and assumptions about us. The
Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances,
or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in
these forward-looking statements are reasonable, it cannot assure
you that such expectations will turn out to be correct, and the
Company cautions investors that actual results may differ
materially from the anticipated results and encourages investors to
review risk factors that may affect its future results in the
Company's registration statement and in its other filings with the
U.S. Securities and Exchange Commission.
Investor Relations Contact
China Liberal Education Holdings Limited
Email: ir@chinaliberal.com
Ascent Investor Relations LLC
Ms. Tina Xiao
Email: tina.xiao@ascent-ir.com
Tel: +1 917 609 0333
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SOURCE China Liberal Education Holdings Limited