Global Education & Technology/Pearson plc
On November 21, 2011, Global Education & Technology Group Limited (Nasdaq: GEDU) entered into a definitive agreement and plan of merger with Pearson plc, a wholly owned indirect subsidiary of Pearson (NYSE: PSO), pursuant to which Pearson would acquire all of the outstanding shares of the Company for a total value of approximately $294 million.
The Company's Board of Directors has approved the merger agreement with Pearson and recommends that the Company's shareholders vote to adopt the merger agreement. Under the terms of the merger agreement, each ordinary share of the Company (including shares represented by American Depositary Shares ("ADSs"), each of which represents four ordinary shares) issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $2.7515 per ordinary share (or $11.006 per ADS) in cash without interest, except for the ordinary shares held by the Company as treasury shares which will be cancelled without receiving any consideration.
The merger contemplated by the merger agreement, which is currently expected to close before the end of Q411.
Credit Suisse Securities (USA) LLC is serving as exclusive financial advisor to the Company, O'Melveny & Myers LLP is serving as legal advisor to the Company and Conyers Dill & Pearman is serving as the Company's Cayman Islands legal advisor. Morgan, Lewis & Bockius LLP is serving as legal advisor to Pearson, TransAsia Lawyers is serving as special PRC legal advisor to Pearson and Maples and Calder is serving as Cayman Islands legal advisor to Pearson.
The Company's Board of Directors has approved the merger agreement with Pearson and recommends that the Company's shareholders vote to adopt the merger agreement. Under the terms of the merger agreement, each ordinary share of the Company (including shares represented by American Depositary Shares ("ADSs"), each of which represents four ordinary shares) issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $2.7515 per ordinary share (or $11.006 per ADS) in cash without interest, except for the ordinary shares held by the Company as treasury shares which will be cancelled without receiving any consideration.
The merger contemplated by the merger agreement, which is currently expected to close before the end of Q411.
Credit Suisse Securities (USA) LLC is serving as exclusive financial advisor to the Company, O'Melveny & Myers LLP is serving as legal advisor to the Company and Conyers Dill & Pearman is serving as the Company's Cayman Islands legal advisor. Morgan, Lewis & Bockius LLP is serving as legal advisor to Pearson, TransAsia Lawyers is serving as special PRC legal advisor to Pearson and Maples and Calder is serving as Cayman Islands legal advisor to Pearson.
