Baring Asia Private Equity Fund V, L.P., a fund of Baring Private Equity Asia made a non-binding proposal to acquire the remaining 92.04% stake in Ambow Education Holding Ltd. (NYSE:AMBO) from shareholders for approximately $130 million on March 15, 2013. Baring will acquire 94.6 million Class B ordinary shares and 38.6 million Class A ordinary shares for $0.73 each in cash and 19.2 million American depositary shares for $1.46 in cash for each American Depositary Share. ... Each American depositary share represents two class A ordinary shares of Ambow Education Holding Ltd. Baring Asia already had 14.8 million ordinary shares of Ambow Education. Ambow Education Holding's Board of Directors has formed a special committee of independent directors consisting of Shasha Chang and Justin Chen to consider the proposal. As on March 18, 2013, Ambow Education Holding Ltd. received a letter from each of Daniel Phillips and Mark Harris notifying of his resignation from his position as a Director of Ambow Education Holding Ltd. and a member of audit committee and also received a letter from Lisa Lo notifying Ambow Education Holding Ltd. of her resignation from her position as a Director and the Chairman of compensation committee. Ambow Education Holding Ltd. also announced that Justin Chen has been appointed as a Director of Ambow Education Holding Ltd. and the Chairman of the Special Committee. Akiko Mikumo of Weil, Gotshal & Manges LLP acted as legal advisor to Ambow Education Holding Ltd.
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