- Shares being registered currently included in issued and outstanding share count
BEIJING, May 10, 2010 (GLOBE NEWSWIRE) -- ChinaCast Education ("ChinaCast" or the "Company") (Nasdaq:CAST), a leading for-profit, post-secondary education and e-Learning services provider in China, today announced that it has filed a Form S-3 registration statement with the Securities and Exchange Commission to register 6,031,556 shares of common stock, par value $0.0001 per share. These previously issued and currently outstanding shares are being registered pursuant to a Registration Rights Agreement the Company entered into with Fir Tree Value Master Fund L.P. and Fir Tree Capital Opportunity Master Fund, L.P. (collectively, "Fir Tree") on November 23, 2009. Any future resale of these shares will not add to ChinaCast's outstanding share count, will not dilute ownership of ChinaCast's stockholders or generate additional proceeds for the Company.
Ron Chan, ChinaCast Education Corporation Chairman and CEO, commented, "The shares we are registering on behalf of Fir Tree fulfills our obligations relating to demand rights held, and now exercised, by Fir Tree to have its shares of ChinaCast common stock registered for potential resale."
Pursuant to the Registration Rights Agreement with Fir Tree, ChinaCast granted Fir Tree a one time demand registration right and unlimited "piggy-back" registration rights with respect to the 6,031,556 shares of ChinaCast common stock now owned by Fir Tree and any additional shares of common stock which may be acquired by Fir Tree (collectively, "Registrable Securities"). The Registration Rights Agreement was entered into in connection with a letter agreement dated June 27, 2008, by and between the Company and Fir Tree pursuant to which ChinaCast agreed to grant certain registration rights to Fir Tree and Fir Tree agreed to exercise certain warrants to purchase shares of common stock of the Company then held by it. The demand right was exercisable by Fir Tree at any time on or after March 1, 2010. The piggy-back registration rights are exercisable by Fir Tree at any time on or after April 1, 2010, subject to certain conditions. On March 4, 2010, Fir Tree exercised its right to demand that the Company register for resale all 6,031,556 shares of common stock owned by Fir Tree. The Registration Statement on Form S-3 was filed by the Company today in connection with the demand made by Fir Tree and satisfies the Company's current obligation relating to demand registration under the Registration Rights Agreement.
A Form S-3 registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold under this registration nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy those securities in any state in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The registration statement and all other SEC filings by the company are available for review at www.sec.gov.
About ChinaCast Education Corporation
Established in 1999, ChinaCast Education Corporation is a leading for-profit, post-secondary education and e-Learning services provider in China. The Company provides post-secondary degree and diploma programs through its two universities in China: The Foreign Trade and Business College of Chongqing Normal University and the Lijiang College of Guangxi Normal University. These universities offer fully accredited, career-oriented bachelor's degree and diploma programs in business, economics, law, IT/computer engineering, hospitality and tourism management, advertising, language studies, art and music. The Company provides its e-Learning services to post-secondary institutions, K-12 schools, government agencies and corporate enterprises via its nationwide satellite/fiber broadband network. These services include interactive distance learning applications, multimedia education content delivery and vocational training courses. The Company is listed on NASDAQ Global Select Market with the ticker symbol CAST.
Safe Harbor Statement
This press release may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management's plans and objectives, future contracts, and forecasts of trends and other matters. These projections, expectations and trends are dependent on certain risks and uncertainties including such factors, among others, as growth in demand for education services, smooth and timely implementation of new training centers and other risk factors listed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as "anticipate," "estimate," "expect," "believe," "will likely result," "outlook," "project" and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.