UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
April 23, 2014
Commission File Number: 001-33858
CHINAEDU CORPORATION
(Translation of registrant’s name into English)
ChinaEdu Corporation
4th Floor-A, GeHua Building,
QinglongHutong No 1, Dongcheng District
Beijing 100007, 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 of Form 20-F or Form 40-F.
Form 20-F þ 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):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
Item 1.01. Entry Into a Definitive Material Agreement
On April 23, 2014, the Board of Directors of ChinaEdu Corporation (the “Company”) authorized the termination of the Rights Agreement, dated as of September 17, 2013, as amended by Amendment No. 1 thereto dated as of December 6, 2013 (the “Rights Agreement”), between the Company and The Bank of New York Mellon as Rights Agent (the “Rights Agent”) and the Rights (as defined in the Rights Agreement). The Company and the Rights Agent entered into Amendment No. 2 to the Rights Agreement dated as of April 23, 2014 (the “Amendment”) which provides for the expiration of all outstanding Rights and the termination of the Rights Agreement as of the close of business on April 23, 2014. A copy of the Amendment is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 1.02 Termination of a Material Agreement
Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 1.02.
Item 3.03 Material Modification to the Rights of Security Holders.
Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.03.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description |
| 4.1 | Amendment No. 2 to Rights Agreement, dated as of April 23, 2014, between ChinaEdu Corporation and The Bank of New York Mellon, as Rights Agent. |
| 99.1 | Press Release, dated April 23, 2014 |
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 hereunto duly authorized.
| Dated: April 23, 2014 | CHINAEDU CORPORATION | ||
| By: | /s/ Shawn Ding | ||
| Name: Shawn Ding | |||
| Title: Chief Executive Officer | |||
Exhibit Index
| Exhibit No. | Description |
| 4.1 | Amendment No. 2 to Rights Agreement, dated as of April 23, 2014, between ChinaEdu Corporation and The Bank of New York Mellon, as Rights Agent |
| 99.1 | Press Release, dated April 23, 2014 |
AMENDMENT NO.2 TO RIGHTS AGREEMENT
AND CERTIFICATE OF
COMPLIANCE WITH SECTION 27 THEREOF
This AMENDMENT NO.2 TO RIGHTS AGREEMENT dated as of April 23, 2014 (the “Amendment”) to the Rights Agreement, dated as of September 17, 2013, as amended by Amendment No. 1 thereto dated as of December 6, 2013 (the “Rights Agreement”) by and between ChinaEdu Corporation, a Cayman Islands exempted company (the “Company”) and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent have heretofore entered into the Rights Agreement; and
WHEREAS, the Board of Directors of the Company (the “Committee”) has adopted resolutions authorizing the Company to terminate the Rights Agreement and all outstanding Rights (as defined in the Rights Agreement); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement to cause the immediate expiration of all outstanding Rights and to terminate the Rights Agreement; and
WHEREAS, no Person (as defined in the Rights Agreement) is an Acquiring Person (as defined in the Rights Agreement) as of the date hereof and the Company deems it necessary and advisable to amend the Rights Agreement in accordance with Section 27 thereof.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows (capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Rights Agreement):
Section 1. Amendments to the Rights Agreement.
A. Section 1(p) of the Rights Agreement is hereby amended in its entirety to read as follows:
“(p) “Expiration Date” shall mean the earliest of (i) the exchange of all outstanding Rights pursuant to Section 24, (ii) the redemption of all outstanding Rights pursuant to Section 23 and (iii) the close of business on April 23, 2014.”
B. The fifth paragraph of Exhibit C to the Rights Agreement (Summary of Rights to Purchase Shares of Junior Participating Preferred Stock) is hereby amended in its entirety to read as follows:
“The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on April 23, 2014.”
Section 2. Termination of Rights Agreement. The parties hereby agree that the Rights Agreement shall be terminated at the close of business on April 23, 2014.
Section 3 Entire Agreement. This Amendment and the Rights Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect thereto.
Section 4 Conflicting Terms. In the event of any inconsistency or conflict between the Rights Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.
Section 5 Amendments. No amendment, supplement, modification or waiver of this Amendment shall be binding unless executed in writing by all parties hereto.
Section 6 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Each party hereto shall be entitled to rely on a facsimile or “PDF” signature of any other party hereunder as if it were an original.
Section 7 Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
Section 8 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Section 9. Effectiveness. This Amendment shall become effective as of the date first above written.
| 2 |
IN WITNESS WHEREOF, the undersigned officer of the Company, being an appropriate officer of the Company and authorized to do so by resolution of the Committee dated as of April 22, 2014, hereby certifies to the Rights Agent that these amendments are in compliance with the terms of Section 27 of the Rights Agreement.
| CHINAEDU CORPORATION | ||
| By: | /s/ Julia Huang | |
| Name: Julia Huang | ||
| Title: Executive Chairman | ||
| Acknowledged and Agreed | ||
| THE BANK OF NEW YORK MELLON, | ||
| as Rights Agent | ||
| By: | /s/ Joanne DiGiovanni Hawke | |
| Name: Joanne DiGiovanni Hawke | ||
| Title: Managing Director | ||
| 3 |
Exhibit 99. 1
CHINAEDU CORPORATION ANNOUNCES COMPLETION OF MERGER
BEIJING, China, April 23, 2014 – ChinaEdu Corporation (NASDAQ: CEDU) (the “Company”), a leading online educational services provider in China, today announced the completion of the merger contemplated by the previously announced Agreement and Plan of Merger dated December 31, 2013 (the “Merger Agreement”), by and among the Company, ChinaEdu Holdings Limited (“Holdings”) and ChinaEdu Merger Sub Limited (“Merger Sub”). As a result of the merger, the Company became a wholly owned subsidiary of Holdings.
Under the terms and conditions of the Merger Agreement, which was approved by the Company’s shareholders at an extraordinary general meeting held on April 18, 2014, each of the Company’s ordinary shares, par value $0.01 per share (the “Shares”) (including Shares represented by American depositary shares (“ADSs”)) issued and outstanding immediately prior to the effective time of the merger has been cancelled in exchange for the right to receive $2.33 per Share or $7.00 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (a) all Shares owned immediately prior to the effective time of the merger by Shawn Ding, Moral Known Industrial Limited, Julia Huang, South Lead Technology Limited, GegengTana, Mei Yixin, Pan Zhixin, Ellen Huang, InterVision Technology Ltd., MLP Holdings Limited, New Value Technology Limited, Lingyuan Furong Investment Mgmt Co., Ltd., McGraw-Hill Global Education Intermediate Holdings, LLC, Weblearning Company Limited and Guo Young (the “Rollover Shareholders”), which were subject to a contribution agreement whereby such shareholders agreed to contribute such Shares (except, in the case of McGraw-Hill Global Education Intermediate Holdings, LLC, limited to 3,377,336 Shares held by it) (the “Rollover Shares”) to Holdings, which contributed Rollover Shares, in accordance with the contribution agreement, were exchanged for the right to subscribe for the ordinary shares of Holdings, (b) Shares and ADSs beneficially owned immediately prior to the effective time of the merger by the Company as treasury shares, held in brokerage accounts in the Company’s name, or issued to The Bank of New York Mellon (“BNY Mellon”) and reserved for future grants under the Company’s 2010 Equity Incentive Plan, and (c) Shares owned by shareholders who have validly exercised and perfected and not effectively withdrawn or lost their appraisal or other rights pursuant to Section 238 of the Cayman Companies Law, as amended. The Company did not receive any notice of objection from any shareholder prior to the time of the extraordinary general meeting.
Registered holders of Shares and ADSs entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates or the certificates evidencing their ADSs (as applicable), respectively, in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their certificates. Payment of the merger consideration will be made to surrendering ADS holders as soon as practicable after BNY Mellon, the Company’s ADS depositary, receives the merger consideration.
The Company also announced today that it requested that trading of its ADSs on NASDAQ to be suspended beginning on April 24, 2014. The Company requested that NASDAQ file a Form 25 with the Securities and Exchange Commission (the “SEC”) notifying the SEC of the delisting of its ADSs on NASDAQ and the deregistration of the Company’s registered securities. The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15 with the SEC. The Company’s obligation to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.
About ChinaEdu Corporation
ChinaEdu Corporation is an educational services provider in China, incorporated as an exempted limited liability company in the Cayman Islands. Established in 1999, the Company's primary business is to provide comprehensive services to the online degree programs of leading Chinese universities. These services include academic program development, technology services, enrollment marketing, student support services and finance operations. The Company's other lines of businesses include the operation of private primary and secondary schools, online interactive tutoring services and providing marketing, support for international and elite curriculum programs and online learning community for adult students.
The Company believes it is the largest service provider to online degree programs in China in terms of the number of higher education institutions that are served and the number of student enrollments supported. The Company currently has entered into collaborative alliances with 13 universities, ranging from 15 to 50 years in length. The Company has also entered into technology agreements with 8 universities. Besides, ChinaEdu performs recruiting services for 23 universities through a nationwide learning center network.
Safe Harbor: Forward-Looking Statements
Certain statements contained in this announcement may be viewed as “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. 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 “if,” “will,” “expected,” and similar statements. Forward-looking statements involve inherent risks, uncertainties and assumptions. Risks, uncertainties and assumptions are included in documents filed with the SEC by the Company, as well as the Schedule 13E-3 transaction statement and the proxy statement filed by the Company. These forward-looking statements reflect the Company’s expectations as of the date of this press release. You should not rely upon these forward-looking statements as predictions of future events. The Company undertakes no ongoing obligation, other than that imposed by law, to update these statements.
For further information, please contact:
Helen Plummer
Senior Investor Relations Coordinator
ChinaEdu Corporation
Phone: +1 908-442-9395
E-mail: helen@chinaedu.net
Simon Mei
Chief Financial Officer
ChinaEdu Corporation
Phone: +86 10 8418-7301
E-mail: simon@chinaedu.net