Form 6-K Xueda Education Group For: May 31

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2015

 

Commission File Number: 001-34914

 

Xueda Education Group

 

A-4 Xibahe Beili

Chaoyang District

Beijing 100028

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F     x  Form 40-F     o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):     o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):     o

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes    o No    x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

 

 

 

TABLE OF CONTENTS

 

Exhibit 99.1 – Press release dated May 14, 2015

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	XUEDA EDUCATION GROUP
	By:	/s/ Xin Jin
	Name:	Xin Jin
	Title:	Chief Executive Officer

 

 

Date: May 15, 2015

 

3

Exhibit 99.1

 

Xueda Education Group Announces the Formation of a Special Committee to Evaluate the Preliminary Non-Binding Proposal to Acquire the Company from Insight Investment Co., Ltd.

 

BEIJING, May 14, 2015 — Xueda Education Group (NYSE: XUE) (“Xueda” or the “Company”), a leading national provider of personalized tutoring services for primary and secondary school students in China, today announced that the Board of Directors of the Company (the “Board”) has formed a committee of independent directors (the “Independent Committee”) to evaluate the preliminary non-binding proposal letter dated April 20, 2015 (the “Proposal Letter”) from Insight Investment Co., Ltd., a Chinese company listed on the Shenzhen Stock Exchange under the Stock Code 000526.SZ (“Insight Investment”) to acquire all of the Company’s outstanding shares (the “Proposal”).

 

Each of the co-founders of the Company, Mr. Xin Jin, Mr. Rubin Li and Mr. Jinbo Yao (the “Founders”), currently intend to form a consortium with Insight Investment in connection with the Proposal.  The Founders currently beneficially own, in the aggregate, shares of the Company representing approximately 58.8% of the issued and outstanding shares of the Company.

 

The Company cautions its shareholders and others considering trading its securities that neither the Board nor the Independent Committee has made any decision with respect to the Company’s response to the Proposal Letter. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

 

About Xueda Education Group

 

Xueda Education Group (“Xueda”) is a leading national provider of personalized tutoring services for primary and secondary school students in China. For more information about Xueda, please visit http://ir.xueda.com.

 

Forward-looking Statements

 

All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, market and operating conditions, estimates and projections about our industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” “targets” and similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks and uncertainties beyond our control, which could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. Further information regarding these and other risks, uncertainties or factors is included in our filings with the U.S. Securities and Exchange Commission. We do not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

 

Contact:

 

Xueda Education Group

 

Ross Warner

 

Tel: +86-10-6427-8899 ext. 6619

 

Email: [email protected]

 

Asia Bridge Capital Limited

 

Wendy Sun

 

Tel: +86-10-8556-9033 (China)

 

+1-888-550-8392 (U.S.)

 

Email: [email protected]