BEIJING, Dec. 5, 2011 (GLOBE NEWSWIRE) -- Global Education & Technology Group Ltd. (Nasdaq:GEDU) ("Global Education" or the "Company"), the largest test preparation provider for the International English Language Testing System ("IELTS") and a leading provider of educational courses and related services in China, today announced that it has issued a definitive proxy statement in connection with the Company's merger agreement with Pearson plc ("Pearson"). Such proxy materials will be mailed to all shareholders and holders of American Depositary Shares ("ADSs") representing the Company's ordinary shares.
An extraordinary general meeting of Global Education shareholders (the "EGM") to consider and vote upon the proposal to approve and adopt the merger agreement between Global Education and Pearson will be held on Monday, December 19, 2011 at 10:30 a.m. local time at the Company's principal executive offices at 9F Tower D, Beijing New Logo, A18 Zhongguancun South Street, Haidian District, Beijing, People's Republic of China. Global Education shareholders of record as of the close of business on December 9, 2011 will be entitled to vote at the EGM.
Holders of ADSs as of December 2, 2011, the ADS record date, may instruct JP Morgan Chase Bank, N.A. (the ''ADS depositary'') how to vote the ordinary shares underlying their ADSs. ADS holders cannot vote at the EGM directly, however. The ADS depositary must receive voting instructions no later than 10:30 a.m. New York City time on December 16, 2011 in order to vote the ordinary shares underlying ADSs at the EGM.
Global Education and Pearson entered into a definitive merger agreement on November 19 under which Pearson would acquire Global Education for $2.7515 per ordinary share (or $11.006 per ADS, each representing four ordinary shares) in cash.
The Company's Board of Directors ("the Board") has approved the merger agreement and recommends that the Company's shareholders vote FOR the approval of the merger and the approval and adoption of the merger agreement and the other transactions contemplated thereby. The Board also recommends that the Company's shareholders vote FOR the proposal to adjourn the EGM in order to allow the Company to solicit additional proxies in favor of the approval of the merger and the approval and adoption of the merger agreement in the event that there are insufficient proxies received to pass the special resolution during the EGM.
If the merger is completed, the Company will continue its operations as a privately held company and will be beneficially owned by Pearson, and as the result of the merger, the ADSs will no longer be listed on the NASDAQ Global Select Market.
Additional Information about the Transaction
The Company has furnished to the SEC a report on Form 6-K regarding the transaction, which includes the merger agreement and related documents. All parties desiring details regarding the transaction are urged to review these documents, which are available at the SEC's website (http://www.sec.gov).
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. In addition to receiving the proxy statement by mail, shareholders are also able to obtain these documents, as well as other filings containing information about the Company, the proposed merger and related matters, without charge, from the SEC's website (http://www.sec.gov) or at the SEC's public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be obtained, without charge, by contacting the Company at the following address and/or phone number:
| Global Education & Technology Group Limited |
| 9F Tower D, Beijing New Logo |
| A18 Zhongguancun South Street, Haidian District |
| Fax: +86 10 8011-5555 |
| E-mail: ir@gedu.org |
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 our shareholders with respect to the proposed merger. Information regarding the persons who may be considered "participants" in the solicitation of proxies will be set forth in the proxy statement relating to the proposed merger when it is filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy 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 proposed merger go forward.
About Global Education
Global Education & Technology Group Ltd. (Nasdaq:GEDU) is the largest test preparation provider for IELTS and a leading provider of educational courses and related services in China. Under its "Global" brand, the Company also offers diversified services that span a student's educational life cycle, including after-school courses, overseas study consulting, and professional certification test preparation. As of September 30, 2011, the Company's network comprised 115 directly operated and 327 franchised learning centers across China, as well as an online course delivery platform with more than one million registered members. For more information, please visit www.gedu.org.
The Global Education & Technology Group Limited logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=11124
Safe Harbor Statements
This announcement contains forward-looking statements. These statements constitute "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and 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 can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements, and include statements about mailing materials to shareholders and ADS holders and the planned EGM. Such statements involve certain risks and uncertainties that could cause actual results or events to differ materially from those in the forward-looking statements. Further information regarding these and other risks is included in GEDU's filings with the U.S. Securities and Exchange Commission, including its registration statement on Form F-1 and annual reports on Form 20-F, as amended from time to time. GEDU does not undertake any obligation to update any forward-looking statement, except as required under applicable law, and does not make any forecasts or projections and does not confirm or adopt any forecasts or projections made by any other person.