Shares of Tarena International, Inc. [NASDAQ: TEDU] disclosed Friday that it has inked an Agreement and Plan of Merger with Kidedu Holdings Limited (Parent) and Kidarena Merger Sub. Kidarena Merger Sub is the fully-owned unit of Kidedu Holdings Limited. Following the contract, Merger Sub will merge with and into the firm.
The firm will continue as the persisting firm and becoming a completely owned subsidiary of Parent in a deal indicating an equity value of the firm of nearly US$230.6 million. The Board of Directors of the firm have jointly agreed to the deal. The Special Committee discussed the terms of the Merger Agreement with the help of its financial and legal advisors.
The firm has disclosed that as per the deal, each ADS of the firm indicates one Class A ordinary share of the firm. These ADS issued and outstanding instantly before the actual time of the Merger, combined with the Shares indicated by such ADSs. These will be negated in return for the right to get US$4.00 in cash per ADS without interest.
Moreover, each Share granted and outstanding instantly before the actual time of the Merger, other than the Excepted Shares, the Differing Shares, and Shares signified by ADSs, will be terminated, and stop to exist, in return for the right to get US$4.00 in cash per share without interest. The merger consideration signifies a payment of nearly 27.4% to the final price of the ADSs on December 7, 2020.
The merger consideration will be financed through cash input by Ascendant Capital Partners III, L.P., or its associates. The Merger is currently anticipated to execute during the third quarter of 2021. The execution of the merger is dependent on certain customary execution conditions, including the consent of the Merger.