Market Overview

Global Education & Technology Group Limited Enters Into Merger Agreement With Pearson Plc at $11.006 Per ADS


BEIJING, Nov. 21, 2011 (GLOBE NEWSWIRE) -- Global Education & Technology Group Limited (Nasdaq: GEDU) ("GEDU", or the "Company"), a leading provider of educational courses and test preparation services in the People's Republic of China (the "PRC") for students who are working towards internationally-recognized English language assessments, today announced that it has entered into a definitive agreement and plan of merger with Pearson plc ("Pearson"), a global media and education company headquartered in London, United Kingdom, and a wholly owned indirect subsidiary of Pearson, pursuant to which Pearson would acquire all of the outstanding shares of the Company for a total value of approximately $294 million.

The Company's Board of Directors has approved the merger agreement with Pearson and recommends that the Company's shareholders vote to adopt the merger agreement. Under the terms of the merger agreement, each ordinary share of the Company (including shares represented by American Depositary Shares ("ADSs"), each of which represents four ordinary shares) issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $2.7515 per ordinary share (or $11.006 per ADS) in cash without interest, except for the ordinary shares held by the Company as treasury shares which will be cancelled without receiving any consideration. The offer represents a 105% premium over the closing price as quoted by Bloomberg L.P. on November 18, 2011 and a 214% premium over the 30-day average price as quoted by Bloomberg L.P. on November 18, 2011, the last trading day prior to this announcement.

"We believe that this transaction presents a unique and very attractive opportunity for us to fulfill our commitment to maximize value for the Company's shareholders," said Yongqi Zhang, the chief executive officer and a director of the Company. "We also believe the Pearson group is an ideal home for our employees and customers and that Pearson's global platform and aim of progress through learning will contribute greatly in growing the Company's business of helping students in China pass internationally recognized assessments that will help them fulfill their ambitions."

The merger contemplated by the merger agreement, which is currently expected to close before the end of the fourth quarter 2011, is subject to the adoption of the merger agreement by an affirmative vote of shareholders in accordance with Cayman Islands law, as well as certain other customary closing conditions. A special meeting of GEDU's shareholders will be held as soon as practicable after the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (the "SEC") and subsequent mailing of the proxy statement to shareholders. Mr. Zhang, together with Xiaodong Zhang, the chairman of the Company's board of directors, and certain shareholder parties related to or affiliated with them, which collectively hold approximately 42.9% of the Company's outstanding shares, have entered into a voting agreement with Pearson under which those shareholders have agreed to vote their shares in favor of the merger agreement. In addition, SB Asia Investment Fund II L.P., a Cayman Islands limited partnership and a major shareholder of the Company, holding approximately 26.7% of the Company's outstanding shares, has also entered into a voting agreement with Pearson under which it has agreed to vote its shares in favor of the merger agreement. If completed, the merger will, under Cayman Islands laws, result in the Company becoming a privately-held company and its ADSs would no longer be listed on the Nasdaq Global Select Market.

Credit Suisse Securities (USA) LLC is serving as exclusive financial advisor to the Company, O'Melveny & Myers LLP is serving as legal advisor to the Company and Conyers Dill & Pearman is serving as the Company's Cayman Islands legal advisor. Morgan, Lewis & Bockius LLP is serving as legal advisor to Pearson, TransAsia Lawyers is serving as special PRC legal advisor to Pearson and Maples and Calder is serving as Cayman Islands legal advisor to Pearson.

2011 Annual Meeting of Stockholders

In light of today's announcement, the Company intends to adjourn its 2011 Annual Meeting, scheduled for Monday, December 12, 2011, until further notice.

Additional Information about the Transaction

The Company will furnish to the SEC a report on Form 6-K regarding the transaction, which will include the merger agreement and related documents. All parties desiring details regarding the transaction are urged to review these documents, which are available at the SEC's website (

In connection with the proposed merger, the Company will prepare and mail a proxy statement to its shareholders which will also be filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. In addition to receiving the proxy statement by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the proposed merger and related matters, without charge, from the SEC's website ( or at the SEC's public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be obtained, without charge, by contacting the Company at the following address and/or phone number:

Global Education & Technology Group Limited
9F Tower D, Beijing New Logo
A18 Zhongguancun South Street, Haidian District
Fax: +86 10 8011-5555

The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be "participants" in the solicitation of proxies from our shareholders with respect to the proposed merger. Information regarding the persons who may be considered "participants" in the solicitation of proxies will be set forth in the proxy statement relating to the proposed merger when it is filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.

This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be made with the SEC should the proposed merger go forward.

About Global Education & Technology Group Limited

Global Education & Technology Group Ltd. (Nasdaq: GEDU) is a leading provider of educational courses and test preparation services in the PRC for students who are working towards internationally-recognized English language assessments. Under its "Global" brand, the Company also offers diversified services that span a student's educational life cycle, including after-school courses, overseas study consulting, and professional certification test preparation. As of June 30, 2011, the Company's network comprised 105 directly operated and 309 franchised learning centers across China, as well as an online course delivery platform with more than one million registered members. For more information, please visit

About Pearson

Pearson is the world's leading learning company. Its major businesses are: Pearson, the global leader in education, providing print and digital learning materials and services used by millions of students of all ages every year; The Financial Times Group, which has an international network of business and financial newspapers and online services that are read by millions of business executives and investors every day; and Penguin Group, which is one of the pre-eminent names in consumer publishing, with an unrivalled range of fiction and non-fiction, bestsellers, and classic titles. Through its books, newspapers and online products and services, Pearson helps people of all ages to live and learn. See

Safe Harbor Statements

This announcement contains forward-looking statements. These statements constitute "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Further information regarding these and other risks is included in GEDU's filings with the U.S. Securities and Exchange Commission, including its registration statement on Form F-1 and annual reports on Form 20-F, as amended from time to time. GEDU does not undertake any obligation to update any forward-looking statement, except as required under applicable law, and does not make any forecasts or projections and does not confirm or adopt any forecasts or projections made by any other person.

CONTACT: Global Education & Technology Group Limited Ms. Fay Zhang, VP Phone: +86 10 6212 5800 - 615 E-mail: ICR Inc. Mr. Rob Koepp Phone: +86-10-6583-7516 or +1-646-328-2550 E-mail:
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