ATA announced that ATA, three of the four management buyers, holding companies controlled by certain management members of ATA's subsidiary ATA Online Education Technology, and certain other parties have entered into a Deed of Assignment with Zhuhai Lihonghuaying Equity Investment Partnership, a China-based entity principally engaged in private equity investments, with respect to the assignment of certain rights and obligations of the Management Buyers under the previously announced share purchase agreement into which ATA, the Management Buyers, and certain other parties entered on February 6, 2018, with respect to the sale of ATA Online. Under the terms of the Deed, the Management Buyers have agreed to assign all their rights and obligations to purchase a total of 15% of the equity interests in ATA Online to the LHHY Buyer, and the LHHY Buyer has agreed to accept the assignment and assumption of all of the terms, conditions, provisions and covenants on the part of the Management Buyers under the Share Purchase Agreement with respect to such Assigned Shares, including the obligation to pay the amount of $30M as the purchase price for the Assigned Shares at the second closing outlined under the Share Purchase Agreement. After the Deed takes effect, the LHHY Buyer shall have the right to purchase 15% of the equity interests in ATA Online under the Share Purchase Agreement, and the percentage of the equity interests in ATA Online that the Management Buyers have the right to purchase under the Share Purchase Agreement shall decrease from 22.1% to 7.1%.
ATA Inc. announced that it has entered into a share purchase agreement with a group of investors including two entities affiliated with funds managed by CDH Investments, a major Chinese alternative asset management firm based in Beijing; New Beauty Holdings Limited, a company controlled by ATA's Chairman and CEO Kevin Xiaofeng Ma; and four holding companies controlled by certain management members of ATA's wholly-owned subsidiary ATA Online Education Technology Co., with respect to the sale of ATA Online. For the fiscal year ended March 31, 2017, ATA Online contributed approximately 98% of ATA's revenue and nearly 100% of positive bottom line contribution. Under the terms of the Share Purchase Agreement, the Buyer Group has agreed to acquire all of the outstanding equity interests of ATA Online, which is currently held directly or indirectly by ATA for a total consideration of $200M. The $200M in cash consideration payable by the Buyer Group for ATA Online represents an 87.4% premium over ATA's market capitalization. Ma will pay a cash deposit in the amount of $20M to ATA as collateral and security for the payment obligations of the Buyer Group under the Share Purchase Agreement. The closing of the Transaction is expected to take place in three stages subject to the satisfaction of various conditions precedent in the Share Purchase Agreement. The first of the three closings is expected to take place within 30 business days after the date of the Share Purchase Agreement, and the Company expects the Transaction to be completed in the third quarter of 2018. The Company will continue to provide updates throughout the process but cautions investors that there are no assurances that all of the conditions for the closing stated in the Share Purchase Agreement will be satisfied or that the Transaction will ultimately be completed.
ATA Inc. announced that its board has received a non-binding proposal to acquire ATA's 100% equity interest in ATA Online Education Technology Co., Ltd., a wholly-owned subsidiary of the company. The board has formed a special committee comprised of two independent directors, Alec Tsui and Hope Ni, to evaluate the aforementioned transaction as set forth in the Proposal. The Special Committee has retained Duff & Phelps as its financial advisor and Morgan, Lewis & Bockius as its U.S. legal counsel in connection with the review and evaluation of the Proposal.