Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. NEW YORK TO GUANGZHOU ISCHEDULE REGISTRATIONIdentify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.įiling Party: China Distance Education Holdings Limited The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2021, was calculated by multiplying the Transaction Valuation by 0.0001091.Ĭheck box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. NEW YORK TO GUANGZHOU ISCHEDULE PLUSThe filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per-share cash payment of $2.45 for 67,704,344 outstanding Ordinary Shares of the issuer subject to the transaction plus (b) the product of 969,000 Ordinary Shares underlying the outstanding options that have vested or are expected to vest prior to the completion of the Merger, multiplied by $1.16 per option share (which is the difference between the $2.45 per Ordinary Share merger consideration and the weighted average exercise price of $1.29 per share) plus (c) the product of 741,500 Ordinary Shares underlying the outstanding restricted share awards that have vested or are expected to vest prior to the completion of the Merger, multiplied by the $2.45 per Ordinary Share merger consideration ((a), (b) and (c) together, the “ Transaction Valuation”). Not for trading, but only in connection with the listing on The New York Stock Exchange of the American depositary shares (“ ADSs”), each representing four ordinary shares, par value $0.0001 per share, of the issuer (an “ Ordinary Share” and collectively, the “ Ordinary Shares”).Ĭalculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing of a registration statement under the Securities Act of 1933.Ĭheck the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐Ĭheck the following box if the filing is a final amendment reporting the results of the transaction: ☐ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. This statement is filed in connection with (check the appropriate box): (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement) Unit 402, Building A, Fuhuali Zhonghai MansionĢ021 West Jiuzhou Blvd., Xiangzhou DistrictĢnd Floor, 54 Building, No. 2 Sipailou, Nanjing Wanke Baicuiyuan West Gate 109 shop at the intersection Ordinary Shares, par value $0.0001 per share*Īmerican Depositary Shares, each representing four Ordinary Sharesīeijing 100083, People’s Republic of ChinaĬricket Square, Hutchins Drive, PO Box 2681Ĥ2/F, World Trade Tower, No. 500 Guangdong Road, China Distance Education Holdings LimitedĬhampion Distance Education Investments LimitedĬhina Distance Learning Investments Limited
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