China Liberal Education Holdings Ltd (CLEU)

[StockLogistics]

Six billion divided by 16 million OS = 375.00 per share

“9:01a ET 9/16/2022 - Benzinga
China Liberal Education Holdings Limited Signs Letter With Aiways Holdings Limited To Acquire All Outstanding Equity Interest Of Aiways

China Liberal Education Holdings Limited (NASDAQ:CLEU) (the "Company," "ListCo" or "our"), a China-based company that provides smart campus solutions and other educational services, today announced that it has entered into a non-binding letter of intent ("LOI") with Aiways Holdings Limited ("Aiways"), a global new electric vehicle brand, to acquire all the outstanding equity interest of Aiways (the "Acquisition").

Pursuant to the proposed terms of the LOI, the Acquisition would value all the equity interests of Aiways at an aggregate amount ranging from US$5.0 billion to US$6.0 billion (or as otherwise agreed by the parties and stipulated in the definitive agreement) (the "Equity Value"), with reference to a valuation of Aiways as appraised by a qualified third-party firm. On the closing date of the Acquisition, all the equity interests of Aiways will be converted into the ordinary shares of ListCo, in each case based on the applicable conversion ratio that will represent an aggregate number of newly issued ListCo's ordinary shares equal to the Equity Value divided by the volume-weighted average price of ListCo's ordinary shares as quoted on Nasdaq for a 30 trading-day-period prior to the date of execution of the definitive agreement.

The Company has not entered into a binding agreement with Aiways with respect to the Acquisition. Both parties are currently completing their respective due diligence review of the other party and are continuing to negotiate the terms of a definitive agreement. Accordingly, the Company cannot assure you that it will effect the Acquisition with Aiways or, even if it is able to consummate the Acquisition, that the terms of the Acquisition or any other acquisition transaction so contemplated will be on the terms set forth in the LOI or that the intended benefits of the Acquisition will be fully realized. The Acquisition is also subject to specified conditions precedent that must be satisfied or validly waived, including the receipt of any required regulatory and corporate approvals, including the approval from the Company's shareholders. The Company cannot assure you that all of the conditions precedent will be satisfied or validly waived in order to consummate the Acquisition. If the conditions precedent are not satisfied or validly waived in a timely manner or at all, the Acquisition may not occur or may be delayed, and the Company may lose some or all of the intended benefits of the proposed Acquisition with Aiways.

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