Nord Anglia announces completion of merger
Nord Anglia Education has announced the completion on September 1, 2017 of the merger contemplated by the previously announced agreement and plan of merger dated as of April 25, 2017 among the company, Bach Finance Limited, or parent, and Bach Acquisitions Limited, a subsidiary of parent. As a result of the merger, the company became a subsidiary of parent and will cease to be a publicly traded company. In accordance with the terms of the Merger Agreement, which was approved by the company's shareholders at an extraordinary general meeting held on August 21, 2017, each outstanding ordinary share of the company has been cancelled in exchange for the right to receive $32.50 per share in cash, without interest and net of any applicable withholding taxes, except for shares held by Premier Education or any transferee of Premier Education, shares held by parent, the company or any of their subsidiaries, and shares held by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters' rights under the companies Law of the Cayman Islands. Under the terms of a share sale and support agreement between Parent and Premier Education, Premier Education sold its shares to parent on the closing date for $32.50 per Share, after which such shares were cancelled for no consideration in the merger. Shares held by parent, the company or their subsidiaries were cancelled for no consideration in the merger. The Dissenting shares were cancelled and, if they elect to continue with their dissent, former holders thereof will be entitled to receive the fair value of the Dissenting Shares held by them determined in accordance with Section 238 of the Companies Law of the Cayman Islands. The company also announced that it requested that trading of its Shares on the New York Stock Exchange be suspended before the market opens on September 5, 2017.