Meten EdtechX Announces Temporary Offer Allowing Warrants to be Exercised at a Reduced Price
07 Diciembre 2020 - 3:30PM
Meten EdtechX Education Group Ltd. (Nasdaq: METX)
(“
Meten EdtechX” or the
“
Company”), a leading omnichannel English language
training (“
ELT”) service provider in China, today
announced the filing of a Tender Offer and Prospectus Supplements
(the “
Offer”) with the U.S. Securities and
Exchange Commission (the “
SEC”) pursuant to which
the exercise price of each tendered warrant of the Company (the
“
Warrant”) is being reduced to $1.40 per share.
To participate in the Offer and exercise
Warrants at the reduced exercise price, holders will be required to
tender such Warrants prior to 11:59 p.m. (Eastern Time) on January
5, 2021, as the same may be extended by the Company in its sole
discretion (the “Expiration Date”).
There is a sixty-five percent (65%) minimum
participation requirement with respect to the Offer (the
“Participation Requirement”). If the Participation
Requirement is met or waived by the Company at its sole discretion,
(i) the Offer will be completed by the Company and (ii) the
exercise price of all outstanding Warrants following the Expiration
Date (the “Second Reduction Period”) will
temporarily be reduced to $2.50 per share, and be subject to a
“full-ratchet” anti-dilution protection with respect to subsequent
equity sales in which any person will be entitled to acquire
Ordinary Shares at an effective price per share that is lower than
the then exercise price of the Warrants, subject to customary
exceptions. The Second Reduction Period will terminate on the later
to occur of (i) the date following which the closing price of the
Ordinary Shares has been equal to or greater than $3.00 per share
for at least twenty (20) trading days during the preceding thirty
(30) trading day period or (ii) the 61st day following the
Expiration Date. If the Participation Requirement is not met or
waived, the Offer will not be completed and the exercise price of
the outstanding Warrants will remain at $11.50.
The Company is providing this opportunity to
exercise the Warrants at a reduced price in order to encourage
holders to exercise a meaningful portion of the outstanding
Warrants, providing the Company with additional capital for
potential acquisitions, working capital and general corporate
purposes. The Company believes holders of the Warrants will find
the Offer attractive given current market conditions.
Chardan Capital Markets, LLC acted as financial
advisor and placement agent to the Company.
Additional Information
The discussion of the proposed Offer contained
in this press release is for informational purposes only and is
neither an offer to buy nor a solicitation of an offer to sell
securities. Holders of the Company’s outstanding Warrants should
read those materials and the documents in the Tender Offer
Statement on Schedule TO-I filed with the SEC carefully because
they contain important information, including the various terms and
conditions of the tender offer. The Tender Offer Statement,
including the offer to exercise and other related materials, will
also be available to Warrant holders at no charge on the SEC’s
website at www.sec.gov or from the Company. Holders of the
Company’s Warrants are urged to read those materials carefully
prior to making any decisions with respect to the tender offer.
For investor and media enquiries, please
contact:
Meten EdtechXWendy Wang+86 136-5142-6060wendy_wsr@meten.com
Ascent Investor Relations LLCTina Xiao+1
917-609-0333tina.xiao@ascent-ir.com
About Meten
EdtechX
Meten EdtechX is a leading ELT service provider
in China, delivering English language and future skills training
for Chinese students and professionals. Through a sophisticated
digital platform and nationwide network of learning centers, the
Company provides its services under three industry-leading brands:
Meten (adult and junior ELT services), ABC (primarily junior ELT
services) and Likeshuo (online ELT). It offers superior teaching
quality and student satisfaction, which are underpinned by cutting
edge technology deployed across its business, including AI-driven
centralized teaching and management systems that record and analyze
learning processes in real time.
The Company is committed to improving the
overall English language competence and competitiveness of the
Chinese population to keep abreast of the rapid development of
globalization. Its experienced management is focused on further
developing its digital platform and expanding its network of
learning centers to deliver a continually evolving service
offerings to a growing number of students across China.
For more information, please visit
https://investor.metenedu-edtechx.com.
Safe Harbor Statement
This announcement contains forward-looking
statements that involve risks and uncertainties. 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” and similar statements. Statements that are not
historical facts, including statements about the Company’s beliefs
and expectations, are forward-looking statements. 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 ability to complete the
Offer; the volatility of the Company’s ordinary shares; the impact
of the COVID-19 outbreak, our ability to attract students without a
significant decrease in course fees; our ability to continue to
hire, train and retain qualified teachers; our ability to maintain
and enhance our “Meten” brand; our ability to effectively and
efficiently manage the expansion of our school network and
successfully execute our growth strategy; the outcome of ongoing,
or any future, litigation or arbitration, including those relating
to copyright and other intellectual property rights; competition in
the English language training sector in China; changes in our
revenues and certain cost or expense items as a percentage of our
revenues; the expected growth of the Chinese English language
training and private education market; Chinese governmental
policies relating to private educational services and providers of
such services; health epidemics and other outbreaks in China; and
general economic conditions in China. Further information regarding
these and other risks is included in our annual report on Form 20-F
and other documents filed with the Securities and Exchange
Commission. The Company does not undertake any obligation to update
any forward-looking statement, except as required under applicable
law. 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 duty to update such information, except as
required under applicable law.
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