Hailiang Education Group Inc. (Nasdaq: HLG), a prominent education and management services provider in China, has successfully completed its merger with HE Merger Sub Limited. This merger, as per the agreement established on May 7, 2022, led to Hailiang Education becoming a privately held entity. Following the merger, the American Depositary Shares (ADS) of the Company will no longer be listed on the NASDAQ Global Market.

The merger was approved by shareholders at an extraordinary general meeting held on September 15, 2022. In accordance with the merger agreement, each ordinary share will be cancelled and converted into a cash payment of US$0.894375. Similarly, each ADS will be cancelled in exchange for US$14.31 in cash, minus a US$0.05 cancellation fee. Shares held by founder Mr. Hailiang Feng and his affiliates, as well as treasury shares and those belonging to dissenting shareholders, will be cancelled without consideration.

Registered shareholders entitled to the cash consideration will receive a letter of transmittal with instructions on how to surrender their share certificates. Payments will be made to ADS holders following the receipt of the total cash consideration by Deutsche Bank Trust Company Americas, the ADS depositary.

As part of this transition, Hailiang Education has requested the suspension of its ADS trading on NASDAQ effective September 16, 2022. The company also plans to file a Form 25 with the U.S. Securities and Exchange Commission (SEC) to formalize the delisting of its ADS and deregistration of its registered securities. This deregistration will take effect 90 days post-filing or sooner as permitted by the SEC.

In connection with the merger, Kroll, LLC, through its Duff & Phelps Opinions Practice, acted as the financial advisor for the special committee of the board of directors. Orrick, Herrington & Sutcliffe LLP served as U.S. legal counsel to the Special Committee, while Hunter Taubman Fischer & Li LLC acted as U.S. legal counsel to Hailiang Education. Conyers Dill & Pearman provided special legal counsel in the Cayman Islands.

This merger marks a significant shift for Hailiang Education as it transitions into a private entity, positioning itself for future growth in the education sector.