Associated tags: Innovation, Education, Child, RYB Education, Life, NYSE, Mergers and acquisitions, HKEX, NetDragon Websoft, Online, PRC, Tripura Merger Agreement, Security (finance), ADS, Sale
Locations: CHINA
Retrieved on:
Tuesday, December 12, 2023
Online,
Sale,
HKEX,
NYSE,
CUSIP,
Cayman,
British Virgin Islands,
Eastern Time Zone,
Mergers and acquisitions,
NetDragon Websoft,
ISIN,
The Company,
Security (finance),
Cayman Islands As a result of the Merger, GEHI will change its corporate name to "Mynd.ai, Inc." and its ticker to "MYND."
Key Points:
- As a result of the Merger, GEHI will change its corporate name to "Mynd.ai, Inc." and its ticker to "MYND."
- The ADSs of the Company are expected to start trading on NYSE American under the new name and ticker at the open on December 13, 2023.
- The previously announced purchase by an affiliate of Ascendent Rainbow (Cayman) Limited of US$65 million principal amount of secured convertible notes issued by the Company is expected to take place concurrently with the effective time of the Merger.
- The Company has ceased to operate any education business in China.
Retrieved on:
Thursday, December 7, 2023
All conditions precedent to Closing have been satisfied, and the transaction parties will proceed with the closing of the Merger (the "Closing").
Key Points:
- All conditions precedent to Closing have been satisfied, and the transaction parties will proceed with the closing of the Merger (the "Closing").
- The Company further announced that it will transfer the listing of its ADSs from the NYSE to NYSE American upon completion of the Merger.
- The Company has received the approval for listing from the staff of the NYSE American on December 6, 2023.
- Before that, the Company will continue to trade on NYSE under its current ticker symbol "GEHI".
Online,
HKEX,
NYSE,
Tripura Merger Agreement,
Cayman Islands,
NetDragon Websoft,
Date,
ADS,
The Company,
Holding company,
Security (finance),
PRC,
Mergers and acquisitions The Company expects the date of the Closing to be on or after November 15, 2023, subject to the satisfaction of certain closing conditions and regulatory approval related to the Merger (as defined below).
Key Points:
- The Company expects the date of the Closing to be on or after November 15, 2023, subject to the satisfaction of certain closing conditions and regulatory approval related to the Merger (as defined below).
- The special cash dividend to be paid ranges from US$5.628 to US$6.085 per ADS, or from US$0.5628 to US$0.6085 per ordinary share.
- The aggregate amount of cash dividends to be paid ranges from US$16 million to US$17.3 million.
- The Company subsequently announced on September 21, 2023 that its board of directors approved the special cash dividend conditional upon the closing of the Merger (the "Closing") and that the special cash dividend will be paid by the Company on or before the 21st day after the date of the Closing to shareholders of record at the close of business in the Cayman Islands and holders of ADSs at the close of business in New York on the date immediately prior to the date of Closing (the "Record Date").
BEIJING, Oct. 20, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. (NYSE: GEHI) ("GEHI" or the "Company"), a leading early childhood education service provider in China, today announced that it plans to change the ratio of its American Depositary Shares ("ADS(s)") to its Class A ordinary shares ("Share(s)") from one (1) ADS representing twenty (20) Shares to one (1) ADS representing ten (10) Shares (the "ADS Ratio Change").
Key Points:
- BEIJING, Oct. 20, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. (NYSE: GEHI) ("GEHI" or the "Company"), a leading early childhood education service provider in China, today announced that it plans to change the ratio of its American Depositary Shares ("ADS(s)") to its Class A ordinary shares ("Share(s)") from one (1) ADS representing twenty (20) Shares to one (1) ADS representing ten (10) Shares (the "ADS Ratio Change").
- The Company's ADS holders need not take any action with regards to the ADS Ratio Change.
- The ADS Ratio Change will have no impact on the Company's underlying ordinary shares, and no ordinary shares will be issued or cancelled in connection with the ADS Ratio Change.
- As a result of the ADS Ratio Change, the dividend to be distributed per ADS will also change accordingly on a pro rata basis.
Retrieved on:
Wednesday, October 18, 2023
Online,
HKEX,
NYSE,
NetDragon Websoft,
Sale,
Tripura Merger Agreement,
Closing,
British Virgin Islands,
Sub,
Virgin Islands,
Financial services,
PRC,
Mergers and acquisitions BEIJING, Oct. 18, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. (NYSE: GEHI) ("GEHI" or the "Company"), a leading early childhood education service provider in China, today announced that the Company entered into an omnibus amendment and waiver (the "Amendment Agreement") to extend the outside date of the closing (the "Closing") of the Merger (as defined below) to January 18, 2024 considering the extra time that may be needed for the parties to complete the Merger.
Key Points:
- BEIJING, Oct. 18, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. (NYSE: GEHI) ("GEHI" or the "Company"), a leading early childhood education service provider in China, today announced that the Company entered into an omnibus amendment and waiver (the "Amendment Agreement") to extend the outside date of the closing (the "Closing") of the Merger (as defined below) to January 18, 2024 considering the extra time that may be needed for the parties to complete the Merger.
- As previously announced, the Company, Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (the "Merger Sub"), Best Assistant Education Online Limited, a Cayman Islands exempted company ("Best Assistant") and a controlled subsidiary of NetDragon Websoft Holdings Limited (HKEX: 0777, "NetDragon"), a Cayman Islands exempted company, and solely for purposes of certain named sections thereof, NetDragon entered into the agreement and plan of merger (the "Merger Agreement") on April 18, 2023, which contemplates that Best Assistant will transfer the education business of NetDragon outside of the PRC to Elmtree Inc., a Cayman Islands exempted company limited by shares wholly owned by Best Assistant ("eLMTree"), and Merger Sub will merge with and into eLMTree with eLMTree continuing as the surviving company and becoming a wholly owned subsidiary of the Company (the "Merger").
- eLMTree has executed and delivered a joinder to the Merger Agreement on August 18, 2023.
- Pursuant to the Amendment Agreement, the parties also agreed to change the composition of the board of the Company immediately after the effective time of the Merger, to adjust the number of shares of the Company to be sold by certain existing shareholders of the Company pursuant to a share purchase agreement dated April 18, 2023, to NetDragon Websoft Inc., a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of NetDragon (the "Secondary Sale"), to waive certain condition precedent to the closing of the Secondary Sale and the closing of the divestiture of the Company's education business in China to Rainbow Companion, Inc., and on certain additional logistical matters related to the Closing.
Retrieved on:
Thursday, September 21, 2023
Online,
Date,
Tripura Merger Agreement,
ADS,
NetDragon Websoft,
Cayman Islands,
HKEX,
The Company,
CFIUS,
Annex,
Completion,
NYSE,
Holding company,
Closing,
PRC,
Mergers and acquisitions The aggregate amount of cash dividends to be paid ranges from US$16 million to US$17.3 million, which will be funded by cash on the Company's balance sheet.
Key Points:
- The aggregate amount of cash dividends to be paid ranges from US$16 million to US$17.3 million, which will be funded by cash on the Company's balance sheet.
- The payment of the special dividend is conditional upon the Closing (as defined below), and the exact amount of such special dividend is to be determined and separately announced.
- ADSs will trade with an entitlement to the cash dividend until the ex-dividend date is established by the New York Stock Exchange ("NYSE").
- The said press release will be issued at least 10 days prior to the Record Date in compliance with applicable listing rules.
Retrieved on:
Monday, September 11, 2023
Online,
Freak,
Equity value,
Tripura Merger Agreement,
Common stock,
NetDragon Websoft,
EGM,
Variation,
HKEX,
Effectiveness,
Name,
Companies Act,
NYSE,
Proxy,
Security (finance),
Financial services,
PRC,
Mergers and acquisitions BEIJING, Sept. 11, 2023 /PRNewswire/ -- Gravitas Education Holdings Inc. ("GEHI" or the "Company") (NYSE: GEHI), a leading early childhood education service provider in China, today announced the results of the Company's extraordinary general meeting of shareholders (the "EGM") held in Beijing today.
Key Points:
- BEIJING, Sept. 11, 2023 /PRNewswire/ -- Gravitas Education Holdings Inc. ("GEHI" or the "Company") (NYSE: GEHI), a leading early childhood education service provider in China, today announced the results of the Company's extraordinary general meeting of shareholders (the "EGM") held in Beijing today.
- Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes.
- These shares represented approximately 92.7% of the total outstanding votes represented by the Company's total Class A ordinary shares and Class B ordinary shares outstanding as of the record date on August 7, 2023.
- As of the date hereof, Best Assistant has formed eLMTree and eLMTree has executed and delivered a joinder to the Merger Agreement.
Retrieved on:
Friday, September 8, 2023
Online,
Cayman,
Tripura Merger Agreement,
ADS,
Tax,
Divestment,
NetDragon Websoft,
GAAP,
Securities and Exchange Commission of Pakistan,
Mergers and acquisitions,
Student,
HKEX,
The Company,
EBITDA,
Depreciation,
Security (finance),
Form 6-K,
NYSE,
Tutoring,
Financial services,
Video game,
Cryptocurrency,
Holding company,
Beauty salon,
Birth control,
Bank,
Bookkeeping,
PRC BEIJING, Sept. 8, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. ("GEHI" or the "Company") (NYSE: GEHI), a leading early childhood education service provider in China and Singapore, today announced its unaudited financial results for the first half of 2023.
Key Points:
- BEIJING, Sept. 8, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. ("GEHI" or the "Company") (NYSE: GEHI), a leading early childhood education service provider in China and Singapore, today announced its unaudited financial results for the first half of 2023.
- As the Merger has not closed, the financial information of eLMTree is not included in the Company's financial results for the first six months of 2023.
- See "Use of Non-GAAP Financial Measures" and "Reconciliations of GAAP and non-GAAP results" elsewhere in this earnings release.
- See "Use of Non-GAAP Financial Measures" and "Reconciliations of GAAP and non-GAAP results" elsewhere in this earnings release.
Online,
Agreement,
Exercise,
Plan,
Cayman,
Tripura Merger Agreement,
ADS,
NetDragon Websoft,
EGM,
Electric Bond and Share Company v. Securities and Exchange Commission,
Sale,
Name,
Prospectus,
Republic,
HKEX,
Citibank,
NYSE,
Proxy,
Holding company,
Security (finance),
PRC,
Mergers and acquisitions BEIJING, July 31, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. ("GEHI" or the "Company") (NYSE: GEHI), a leading early childhood education service provider in China, today announced that it will hold an extraordinary general meeting of shareholders (the "EGM") at 3/F, No.
Key Points:
- BEIJING, July 31, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. ("GEHI" or the "Company") (NYSE: GEHI), a leading early childhood education service provider in China, today announced that it will hold an extraordinary general meeting of shareholders (the "EGM") at 3/F, No.
- These documents are also available in the "Financial Information" section of the Company's investor relations website at https://ir.geh.com.cn/ .
- In addition, the proxy materials (including the proxy statement) will be mailed to the Company's shareholders and holders of ADSs.
- No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
BEIJING, May 9, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. (NYSE: GEHI) ("GEHI" or the "Company"), a leading early childhood education service provider in China, today announced that it has received a letter dated May 8, 2023 (the "Letter") from the New York Stock Exchange (the "NYSE"), notifying the Company that it is below compliance standards due to the Company's total market capitalization and stockholders' equity.
Key Points:
- BEIJING, May 9, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. (NYSE: GEHI) ("GEHI" or the "Company"), a leading early childhood education service provider in China, today announced that it has received a letter dated May 8, 2023 (the "Letter") from the New York Stock Exchange (the "NYSE"), notifying the Company that it is below compliance standards due to the Company's total market capitalization and stockholders' equity.
- Pursuant to applicable NYSE continued listing standards, a company would be considered "below criteria" by the NYSE if its total market capitalization is less than US$50 million over a 30 trading-day period and its stockholders' equity is less than US$50 million.
- Accordingly, the Company is now subject to the procedures as set forth in Sections 801 and 802 of the NYSE Listed Company Manual and is required to respond within 90 days of the Letter with a business plan that demonstrates compliance with the continued listing standard within 18 months of receipt of the Letter.
- The business plan will be reviewed for final disposition by the Listings Operations Committee of the NYSE.
