Ambow Education Holding Ltd. Announces Receipt of "Going Private" Proposal;
Resignations of Directors and Appointment of a New Director
BEIJING, March 18, 2013
BEIJING, March 18, 2013 /PRNewswire/ -- Ambow Education Holding Ltd. ("Ambow"
or the "Company" NYSE: AMBO), a leading national provider of educational and
career enhancement services in China, today announced that its Board of
Directors received on March15, 2013 a non-binding proposal (the "Proposal")
from The Baring Asia Private Equity Fund V, L.P. ("Baring"), pursuant to which
Baring proposes to acquire the outstanding securities of the Company for
US$1.46 in cash for each American Depositary Share of the Company (each
American Depositary Share representing two ClassA ordinary shares of the
Company) and US$0.73 in cash for each ClassA and ClassB ordinary share of
According to the Proposal, Baring would form a special purpose company to
effect the proposed transaction, which would be financed with equity capital
from Baring. The Proposal is not contingent on any debt financing. A copy of
the Proposal is attached as ExhibitA.
The Company's Board of Directors has formed a special committee of independent
directors (the "Special Committee") consisting of Shasha Chang and Justin Chen
to consider the Proposal. The Special Committee intends to retain advisors to
assist it in its work. No decisions have been made by the Special Committee
with respect to the Company's response to the Proposal. 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
On March18, 2013, the Company received a letter from each of Daniel Phillips
and Mark Harris notifying the Company of his resignation from his position as
a director of the Company and a member of the Company's audit committee, and
also received a letter from Lisa Lo notifying the Company of her resignation
from her position as a director of the Company and the chairman of the
Company's compensation committee. Copies of the three letters are attached as
ExhibitB, ExhibitC, and ExhibitD.
On March18, 2013, the Company also announced that Mr.Justin Chen has been
appointed as a director of the Company and the chairman of the Special
Committee. Justin Chen is a counsel at PacGate Law Group. He is a California
licensed attorney and is qualified to practice before the United States Patent
and Trademark Office. Justin Chen graduated from the University of Iowa,
College of Law in 1998, with a Juris Doctor degree and graduated from Peking
University, Department of Biochemistry with a bachelor's degree in 1992 and
obtained his Master of Biochemistry and Juris Doctor degrees, both from
University of Iowa in 1995 and 1998, respectively.
About Ambow Education Holding Ltd.
Ambow Education Holding Ltd. (NYSE: AMBO) is a leading national provider of
educational and career enhancement services in China, offering high-quality,
individualized services and products. Ambow has two business divisions:
"Better Schools," which includes K-12 schools and tutoring centers; and
"Better Jobs," which includes colleges and career enhancement centers. With
its extensive network of regional service hubs complemented by a dynamic
proprietary learning platform and distributors, Ambow provides its services
and products to students in 30 out of the 31 provinces and autonomous regions
For investor and media inquiries please contact:
Ambow Education Holding Ltd.
The Baring Asia Private Equity Fund V, L.P.
The Board of Directors
Ambow Education Holding Ltd.
18th Floor, Building A, Chengjian Plaza
No.18 Bei Tai Ping Zhuang Road, Haidian District
Beijing 100088 Peoples' Republic of China
Ladies and Gentlemen:
The Baring Asia Private Equity Fund V, L.P. ("Baring") hereby submits this
non-binding proposal (the "Proposal") for the acquisition by merger of Ambow
Education Holding Ltd. (the "Company") in a going private transaction (the
Based on our preliminary review of publicly-available information, we propose
to acquire the outstanding securities of the Company for a purchase price (the
"Purchase Price") of US$1.46 for each American Depositary Share of the Company
(the "ADSs", each representing two ClassA ordinary shares of the Company) and
US$0.73 for each ClassA and ClassB ordinary share of the Company. The
Purchase Price represents a 10% premium over the 30-day volume-weighted moving
average price and a 44.5% premium over yesterday's closing price of US$1.01.
The Company is facing difficult challenges in the current market that we
believe can be better addressed as a private company without the pressures of
being publicly-listed in the US. In this effort, we would welcome the ongoing
participation of ClassB shareholders in the Company after completion of the
acquisition. We also believe that our support will give employees a strong
incentive to continue their careers with the Company.
1. Structure. Baring would contribute its ADSs and shares in the Company to
a special purpose company (the "Acquisition Company") that would be formed for
the Transaction. The Transaction would be completed by merging a wholly-owned
subsidiary of the Acquisition Company with the Company. In the merger, ADSs
and ordinary shares of the Company not held by the Acquisition Company would
be converted into the Purchase Price in cash as described above.
2. ClassB Ordinary Shareholders. Baring welcomes the continued
participation of the existing ClassB shareholders in the Company.
Accordingly, Baring intends to offer qualified ClassB shareholders an
opportunity to remain as shareholders after the Transaction by agreeing, prior
to the execution of the Definitive Agreements (as defined below), to
contribute all or any portion of their shares to the Acquisition Company on
the same terms as Baring contributes its shares.
3. Funding. Our Proposal is not contingent on any debt financing. We are
able to finance the Transaction with equity capital from Baring.
4. Due Diligence. We are ready to move expeditiously to complete the
Transaction as soon as practicable and believe that, with the full cooperation
of the Company, we can complete customary legal, financial, operational,
accounting and regulatory due diligence within approximately 90 days after the
date that we are provided access to the necessary documentation and personnel.
In connection with our due diligence, a customary confidentiality agreement
executed by Baring is enclosed.
5. Definitive Agreements. We are prepared to promptly negotiate and finalize
definitive agreements (the "Definitive Agreements") in respect of the
Transaction. These agreements will include representations, warranties,
covenants and conditions which are typical, customary and appropriate for
transactions of this type.
6. Disclosure. As required by law, Baring will promptly file an amendment to
its Schedule 13D to disclose the Proposal and this letter.
7. About Baring. Baring is part of the Baring Private Equity Asia group
("Baring Asia"), a private equity fund family with more than US$5 billion of
committed funds under management. Baring Asia provides capital for expansion,
refinancing and buyout of mid-market growth companies with enterprise values
from US$100 million to US$1 billion. Baring Asia has been investing in Asia
since 1997 and today has 38 active portfolio companies.
8. No Binding Commitment. This letter constitutes only a preliminary
indication of interest and does not constitute an offer capable of acceptance
or any binding commitment with respect to the Transaction. A binding
commitment will result only from the execution of Definitive Agreements, and
then will be on terms and conditions provided in such documentation.
Under current circumstances, we believe our Proposal represents the most
attractive alternative for the Company's public shareholders to realize the
value of their investment at a premium to the most recent closing price.
We believe that the interests of the Company's shareholders would be best
served by the Board of Directors promptly considering the Proposal and
granting further access to due diligence in order for us to develop a binding
offer for the Transaction.
In closing, we would like to express our commitment to working together to
bring the Transaction to a successful and timely conclusion. We look forward
to hearing from you.
Very truly yours,
The Baring Asia Private Equity Fund V, L.P.
34 Beaconsfield Road
Mosman NSW 2088
Board of Directors
Ambow Education Holding, Ltd
Dear Board Members
I am writing to advise of my resignation, effective today, from my roles as a
Director of Ambow Education Holding, Ltd ("Ambow") and Chairman of Ambow's
I believe that the Audit Committee has reached a fundamental and
irreconcilable difference of opinion with Ambow's senior management regarding
the process required to complete the current 10A investigation, and also
regarding proposed changes to Ambow's internal controls and overall corporate
governance to address deficiencies identified by the Audit Committee.
As a result of these differences of opinion, it is no longer possible for me
to perform effectively my roles as a Director of Ambow and Chairman of the
March 17, 2013
Dear Fellow Board Members,
I am writing to notify you of my resignation, effective today, from my
position as a member of the Board of Directors and the Audit Committee of
Ambow Education Holding,Ltd. Recent events have convinced me that I am unable
to continue serving in these roles effectively, and my personal circumstances
further support that determination.
Since launching the internal investigation in the summer of 2012, the Audit
Committee has been diligent in pursuing information, supported in that effort
by the investigators at Fenwick& West LLP and Ernst& Young LLP, and with
transparency to Ambow's auditors, PriceWaterhouseCoopers. In recent weeks,
the investigation has expanded, and it is now at a stage where Ambow senior
management must be reviewed as well, so that the investigation can be
concluded. Meanwhile, although the Audit Committee has required Ambow to put
in place enhanced internal controls throughout the company (including for
treasury, external financing, contract approvals and accounting records),
recent events demonstrate that at least some of these changes, even when
directed by the Board, have been embraced at best reluctantly and with
hesitation, and the controls are not being honored consistently.
On March16, 2013, the Board convened a meeting to discuss the proposed
Privatization by Barings Equity of Ambow. In that meeting, Mr.Daniel
Phillips, Chairman of the Audit Committee, referred to a discussion from an
earlier Board meeting, during which it was noted that in order to allow the
current internal investigation to conclude, the investigators required Ambow's
Chief Executive Officer, Dr.Jin Huang, to be removed from the management of
the Company. Thus, several members of the Board believed it was in the best
interest of Ambow for Dr.Huang to take a leave of absence from her position
until the completion of the internal investigation or, alternatively, to
resign from that position effective immediately. Dr.Huang rejected both
options, stating the negative consequences of her removal and how that would
be harmful to the Company. Because the investigation is ongoing and no
conclusions have been reached, the Board did not believe it had sufficient
cause to remove her.
As I expressed at the recent board meeting, and for the reasons noted above,I
believe Dr. Huang's refusal to step aside will further frustrate and extend
Ambow's investigation. As a result, and because the Audit Committee (despite
our efforts) has been unable to effect all of the changes in Ambow that I
believe are appropriate and necessary,I am tendering my resignation.
Separately,I have also reluctantly concluded that my personal situation
requires me to resign. In August2012, my family and I relocated from
Singapore to the United States for business reasons. Since that time,I have
traveled frequently to Asia to continue my main activities there, as the Head
of Asia for Avenue Asia Capital Management, L.P., and the time commitment for
Ambow has increased significantly. The recent developments would only increase
those discussions, efforts, and challenges, and would result in an even more
significant time commitment. I am unable to make that additional time
commitment at this time. My employer, Avenue Asia Capital Management, L.P.,
manages a major Ambow shareholder, GL Asia Mauritius II Cayman Ltd., and I
will continue to participate in Ambow's business activities through this
Mark R. Harris
Dear Fellow Board Members,
I am writing to advise you of my resignation, effective today, from my
position as a Board Director of Ambow Education Holding, Ltd ("Ambow") and its
affiliates and Chairman of Compensation committee of Ambow. I am convinced by
recent events and my personal circumstances that I won't be able to continue
serving in these roles effectively.
SOURCE Ambow Education Holding Ltd.
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