LHHY to Become a Buyer in ATA Online Transaction

ATA (NASDAQ:ATAI), a leading provider of advanced testing technologies announced that ATA, three of the four management buyers holding companies controlled by certain 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 (LHHY Buyer).

The companies entered into a deed with respect to the assignment of certain rights and obligations of the management buyers under the previously announced share purchase agreement into which ATA, management buyers and certain

As quoted in the press release:

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 (the “Assigned Shares”) 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 (except certain representations and warranties of the Management Buyers relating to the source of funds and debt financing which are not applicable to the LHHY Buyer), including the obligation to pay the amount of US$30 million 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%.

As previously announced, the first of the three closings under the Share Purchase Agreement was completed on April 4, 2018. The Company expects the second closing to take place in early third quarter of 2018 with the entire transaction to be completed later in the third quarter of 2018, subject to the completion of related closing conditions.

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