HONG KONG, April 25, 2017 /PRNewswire/ -- Nord Anglia
Education, Inc. (NYSE: NORD) ("Nord Anglia Education" or the
"Company"), the world's leading premium schools
organization, today announced that it has entered into a
definitive agreement and plan of merger (the "Merger Agreement")
with Bach Finance Limited ("Parent") and Bach Acquisitions Limited
("Merger Sub"), a wholly owned subsidiary of Parent, pursuant to
which Nord Anglia Education will be acquired by Parent in a
transaction valued at approximately $4.3
billion, including the repayment of debt. Immediately
following the consummation of the transactions contemplated by the
Merger Agreement (the "Closing"), Parent will be beneficially owned
by a consortium (the "Buyer Consortium") led by funds affiliated
with Canada Pension Plan Investment Board ("CPPIB") and funds
affiliated with Baring Private Equity Asia ("BPEA").
Under the terms of the Merger Agreement, at the effective time
of the merger, each ordinary share of the Company issued and
outstanding immediately prior to the effective time of the merger
(each a "Share") will be cancelled and cease to exist in exchange
for the right to receive $32.50 in
cash without interest, except for (a) (i) 69,613,389 Shares
beneficially owned by Premier Education Holdings Ltd or its
transferee and (ii) Shares held by Parent, the Company or any of
their subsidiaries, each of which will be cancelled and cease to
exist without any conversion thereof or consideration paid
therefor, (b) certain shares of restricted stock granted under the
2014 Equity Incentive Award Plan of the Company, which will be
converted into rights to receive shares in Bach Manco Limited, an
indirect majority shareholder of Parent, and (c) Shares held by
shareholders who have validly exercised and not effectively
withdrawn or lost their rights to dissent from the merger, or
dissenter rights, in accordance with Section 238 of the Companies
Law of the Cayman Islands (the "Dissenting Shares"), which will be
cancelled and cease to exist in exchange for the right to receive
the payment of appraised fair value of the Dissenting Shares in
accordance with Section 238 of the Companies Law of the Cayman
Islands.
The merger consideration per Share represents a premium of 18
percent over Nord Anglia Education's closing share price of
$27.62 on April 24, 2017 and a premium of approximately 33
percent over the average closing share price during the 90 calendar
days ended April 24, 2017.
The board of directors of Nord Anglia Education (the "Board"),
acting on the recommendation of a special committee of independent
and disinterested directors unaffiliated with CPPIB or BPEA (the
"Special Committee"), has authorized and approved the Merger
Agreement and resolved to recommend that the Company's shareholders
vote to authorize and approve the Merger Agreement and the merger.
The Special Committee negotiated the terms of the Merger Agreement
with the assistance of its financial and legal advisors.
The merger agreement provides for a so‑called "go‑shop" period,
during which the Special Committee will actively solicit, receive,
evaluate and potentially enter into negotiations with parties that
offer alternative proposals. The initial go-shop period is 30 days,
following which period, the Special Committee will be permitted to
continue discussions and enter into or recommend a transaction with
any person or group that submitted a qualifying proposal during
such 30-day period.
The transaction will be financed through a combination of cash
contributed by CPPIB and BPEA and third party financing
underwritten by a group of financial institutions. There is no
financing condition to the Closing.
The transaction is subject to customary conditions including the
approval of the Merger Agreement and the merger by the affirmative
vote of holders of Shares representing at least two-thirds of the
voting power of the Shares present and voting in person or by proxy
at a meeting of the Company's shareholders convened to consider the
Merger Agreement and the merger. Premier Education Holdings Ltd, an
affiliate of BPEA that currently holds approximately 67 percent of
the Company's Shares, has agreed to vote all of such Shares in
favor of the authorization and approval of the Merger Agreement and
the merger. The transaction is currently expected to close before
the end of Nord Anglia Education's fiscal year ending August 31, 2017. If completed, the merger will
result in the Company becoming a privately-owned company and its
Shares will no longer be listed on the New York Stock Exchange.
In connection with the merger, Houlihan
Lokey is serving as financial advisor to the Special
Committee; Kirkland & Ellis is serving as U.S. legal counsel to
the Special Committee; Maples and Calder is serving as Cayman Islands legal counsel to the Special
Committee; and Latham & Watkins is serving as U.S. legal
counsel to the Company.
Weil, Gotshal & Manges is serving as U.S. legal counsel to
the Buyer Consortium; and Walkers is serving as Cayman Islands legal counsel to the Buyer
Consortium.
Ropes & Gray is serving as U.S. legal counsel to CPPIB.
Nord Anglia Education will furnish to the SEC a report on Form
6-K regarding the proposed transaction described in this
announcement, which will include the merger agreement.
About Nord Anglia Education, Inc.
Nord Anglia Education (NYSE: NORD) is the world's leading
premium schools organization. Our 43 international schools are
located in China, Europe, the Middle
East, Southeast Asia and North America. Together,
they educate more than 37,000 students from kindergarten through to
the end of secondary education. We are driven by one unifying
philosophy - we are ambitious of our students, our people and our
family of schools. Our schools deliver a high quality education
through a personalized approach enhanced with unique global
opportunities to enable every student to succeed. We primarily
operate in geographic markets with high foreign direct investment,
large expatriate populations and rising disposable income. We
believe that these factors contribute to high demand for premium
schools and strong growth in our business. Nord Anglia
Education is headquartered in Hong Kong SAR, China.
Our website is www.nordangliaeducation.com.
About Canada Pension Plan Investment Board (CPPIB)
Canada Pension Plan Investment Board (CPPIB) is a professional
investment management organization that invests the funds not
needed by the Canada Pension Plan (CPP) to pay current benefits on
behalf of 20 million contributors and beneficiaries. In order to
build a diversified portfolio of CPP assets, CPPIB invests in
public equities, private equities, real estate, infrastructure and
fixed income instruments. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York
City, São Paulo and Sydney,
CPPIB is governed and managed independently of the Canada Pension
Plan and at arm's length from governments. At December 31, 2016, the CPP Fund totalled
$298.1 billion. For more information
about CPPIB, please visit www.cppib.com or follow us
on LinkedIn or Twitter.
About Baring Private Equity Asia
Baring Private Equity Asia is one of the largest and most
established independent alternative asset management firms in
Asia, with a total committed
capital of over USD10 billion. The
firm runs a pan-Asian investment program, sponsoring buyouts and
providing growth capital to companies for expansion or
acquisitions, as well as a private credit and a pan-Asian real
estate private equity investment program. The firm has been
investing in Asia since its
formation in 1997 and has over 140 employees located across offices
in Hong Kong, China, India, Japan
and Singapore. Baring Asia currently has over 41 portfolio
companies active across Asia with
a total of 178,000 employees and sales of approximately
$35 billion in 2016. For more
information, please visit www.bpeasia.com.
For further information, please contact:
Investors:
Vanessa Cardonnel
Corporate Finance and Investor Relations Director – Nord
Anglia Education
Tel: +852 3951 1130
Email: vanessa.cardonnel@nordanglia.com
John Rouleau
Managing Director, Investor Relations – ICR
Tel: +1-203-682-8342
Email: John.Rouleau@icrinc.com
Media:
Sarah Doyle
Head of Brand - Nord Anglia Education
Tel: +852 3951 1144
Email: sarah.doyle@nordanglia.com
Forward‑looking Statements
Any statements in this press release about future events or
future results, the expected timing of the completion of the
proposed merger and the ability to complete the proposed merger,
and other statements containing the words "estimates," "believes,"
"anticipates," "plans," "expects," "will," and similar expressions,
other than historical facts, constitute forward‑looking statements
within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Factors or risks that
could cause our actual results to differ materially from the
results we anticipate include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (2) the
inability to complete the proposed merger due to the failure to
obtain shareholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger;
and (3) the failure to obtain the necessary financing arrangements
set forth in the debt and equity commitment letters delivered
pursuant to the merger agreement.
Actual results may differ materially from those indicated by
such forward‑looking statements. In addition, the forward‑looking
statements included in this press release represent our views as of
the date hereof. We anticipate that subsequent events and
developments will cause our views to change and while we may elect
to update these forward‑looking statements at some point in the
future, we specifically disclaim any obligation to do so. These
forward‑looking statements should not be relied upon as
representing our views as of any date subsequent to the date
hereof. Additional factors that may cause results to differ
materially from those described in the forward‑looking statements
are set forth in our most recent annual report on Form 20-F filed
with the SEC.
Additional Information and Where to Find It
The Company will furnish to the SEC a report on Form 6-K
regarding the proposed transactions described in this announcement,
which will include the merger agreement. All parties desiring
details regarding the merger are urged to review these documents,
which will be available at the SEC's website
(http://www.sec.gov).
In connection with the merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement. These
documents will be filed with or furnished to the SEC. Investors and
shareholders are urged to read carefully and in their entirety
these materials and other materials filed with or furnished to the
SEC when they become available, as they will contain important
information about the Company, the merger and related matters. In
addition to receiving the proxy statement and Schedule 13E-3
transaction statement by mail, shareholders also will be able to
obtain these documents, as well as other filings containing
information about the Company, the merger and related matters,
without charge, from the SEC's website (http://www.sec.gov). In
addition, these documents can be obtained, without charge, by
sending an e-mail to investors@nordanglia.com, along with complete
contact details and a mailing address.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from
shareholders with respect to the merger. Information regarding the
persons or entities who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the merger
when it is filed with the SEC. Information regarding certain of
these persons and their beneficial ownership of the Company's
ordinary shares as of November 18,
2016 is also set forth in the Company's Form 20-F filed with
the SEC on November 29, 2016.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
with the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the merger proceed.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/nord-anglia-education-inc-enters-into-agreement-to-be-acquired-by-consortium-led-by-canada-pension-plan-investment-board-and-baring-private-equity-asia-300445090.html
SOURCE Nord Anglia Education, Inc.
