Baring Proposes to Acquire Ambow (AMBO) for $1.46/ADS

March 15, 2013 11:53 AM EDT
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Ambow Education Holding (NYSE: AMBO) is moving higher today following an amended 13D filed by Baring Asia PE Fund. Baring is proposing a $1.46 per ADS go private deal.

The filing reads

On March 15, 2013, Baring LP submitted a nonbinding proposal (the Proposal) to the Issuer’s board of directors (the Board) proposing to acquire all of the Issuer’s outstanding ADSs (each representing two Class A Shares) and ordinary shares not owned by the Reporting Persons and their affiliates at a purchase price in cash of $1.46 per ADS and $0.73 per ordinary share (the Proposed Transaction). The Reporting Persons intend to finance the Proposed Transaction with equity financing from themselves or their affiliates. The Proposal also provides that, among other things, the Reporting Persons are prepared to (a) conduct customary legal, financial, operational, accounting and regulatory due diligence on the Issuer and (b) negotiate and execute definitive agreements in respect of the Proposed Transaction.

The information set forth in this Item 4 is qualified in its entirety by reference to the Proposal, which is filed herewith as Exhibit 7.06 and which is incorporated by reference in its entirety into this Item 4.

If the Proposed Transaction is consummated, the ADSs will no longer be traded on the New York Stock Exchange and the registration of the ADSs under Section 12 of the Securities Act will be terminated. In addition, consummation of the Proposed Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the Board (as the surviving company in the merger) to consist solely of persons to be designated by the Reporting Persons, and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company.

No assurance can be given that any proposal, any definitive agreement or any transaction relating to the Proposed Transaction will be entered into or consummated. The Proposal provides that no binding obligation on the part of the Issuer or Baring LP shall arise with respect to the Proposed Transaction unless and until definitive agreements have been executed.

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