RISE Education announced on Tuesday that it has signed a definitive merger agreement with Data Auto Inc., also known as NaaS, serving the Chinese electric vehicle battery charging market. According to the agreement, NaaS shareholders will exchange all the issued and circulating share capital of the company for newly issued shares of RISE Education. Upon completion of this transaction, NaaS will become a wholly-owned subsidiary of RISE Education.
Within this deal, NaaS is valued at about $587 million, while RISE Education has a market value of around $45 million. After the transaction is completed, existing NaaS shareholders and existing RISE Education shareholders will own approximately 92.9% and 7.1%, respectively, of shares in the merged company.
The deal is expected to close sometime in the middle of this year. In order for the transaction to be carried out, all completion conditions stipulated in the merger agreement must be met, including the obtaining of shareholder approval and regulatory approval for RISE Education, and the continuing listing of RISE Education on NASDAQ.
After the merger agreement between RISE Education and NaaS was reached, there were rumors that the latter was seeking backdoor listing on NASDAQ. In January this year, RISE Education sold all its assets in China, which was determined by NASDAQ to meet the “shell company” definition in Listing Rule 5101, requiring it to hold a hearing on the NASDAQ or face delisting. At that time, RISE Education also mentioned in the announcement that it had received a merger proposal from a company in the electric vehicle industry.
RISE Education was established in 2007. It mainly provides US subject education for Chinese kids aged 3-18, and was listed on the NASDAQ Stock Exchange in October 2017.
NaaS is an electric vehicle battery charging operator and technology service provider serving China’s domestic fast charging network. It provides comprehensive technical services for battery charging operators.
In addition, China has now become the largest electric vehicle market in the world. In 2021, the sales volume of electric vehicles in China was 3.4 million, accounting for about 52% of the global sales volume of new electric vehicles.