SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2015
Commission File Number: 001-34914
Xueda Education Group
A-4 Xibahe Beili
Chaoyang District
Beijing 100028
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x 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): 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)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
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, thereunto duly authorized.
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XUEDA EDUCATION GROUP | |
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By: |
/s/ Xin Jin |
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Name: |
Xin Jin |
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Title: |
Chief Executive Officer |
Date: December 16, 2015
Exhibit 99.1
Xueda Education Group Announces Shareholders Vote to Approve Going Private Transaction
BEIJING, December 16, 2015 Xueda Education Group (NYSE: XUE) (Xueda or the Company), a leading national provider of personalized tutoring services for primary and secondary school students in China, announced today that, at an extraordinary general meeting held today, the Companys shareholders voted in favor of the proposal to authorize and approve the previously announced agreement and plan of merger (the merger agreement) dated July 26, 2015 by and among the Company, Xiamen Insight Investment Co., Ltd. (Parent), and Xueda Acquisition Limited (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company as a wholly-owned subsidiary of Parent after the merger (the merger), and to authorize and approve and the transactions contemplated by the merger agreement, including the merger.
Approximately 99% of the Companys total outstanding ordinary shares (including ordinary shares represented by the Companys American depositary shares (ADSs)) voted in person or by proxy at todays extraordinary general meeting. Of those ordinary shares, approximately 99.9% were voted in favor of the proposal to authorize and approve the merger agreement and the transactions contemplated by the merger agreement, including the merger.
The parties currently expect to complete the merger in first quarter 2016, subject to the satisfaction or waiver of the conditions set forth in the merger agreement. Upon completion of the merger, the merger will result in the Company becoming a privately held company. Xuedas ADSs will no longer be listed on the New York Stock Exchange, and the Xuedas ADS program will terminate. In addition, Xuedas ADSs and ordinary shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934.
About Xueda Education Group
Xueda Education Group (Xueda) is a leading national provider of personalized tutoring services for primary and secondary school students in China. For more information about Xueda, please visit http://ir.xueda.com.
Forward-looking Statements
All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of 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 are based on our current expectations, market and operating conditions, estimates and projections about our industry, managements beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as anticipates, expects, intends, plans, predicts, believes, seeks, estimates, may, will, should, would, could, potential, continue, ongoing, targets and similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks and uncertainties beyond our control, which could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. Further information regarding these and other risks, uncertainties or factors is included in our filings with the U.S. Securities and Exchange Commission. We do not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.
Contact:
Xueda Education Group
Ross Warner
Tel: +86-10-6427-8899 ext. 6619
Email: investor_relations@xueda.com
Asia Bridge Capital Limited
Wendy Sun
Tel: +86-10-8556-9033 (China)
+1-888-550-8392 (U.S.)
Email: wendy.sun@asiabridgegroup.com