Press Release

Morgan Lewis Advises ATA in Sale of ATA Online

March 02, 2018

BEIJING, March 2, 2018: Morgan Lewis represented the special committee of the board of directors of ATA Inc., a leading provider of advanced testing technologies and testing-related services in China, in the sale of its wholly owned subsidiary ATA Online (Beijing) Education Technology Co., or ATA Online, to a group of investors that are led by ATA Chairman and Chief Executive Officer Kevin Xiaofeng Ma and include entities affiliated with funds managed by CDH Investments, a major Chinese alternative asset management firm based in Beijing, as well as companies controlled by certain management members of ATA Online.

 The board of directors formed an independent special committee to evaluate this transaction, and with the assistance of Morgan Lewis and financial advisor Duff & Phelps Securities, exclusively reviewed and negotiated the terms of the transaction with the buyer group. Under the terms of the share purchase agreement, the buyer group has agreed to acquire all of the outstanding equity interests of ATA Online, which is currently held directly or indirectly by ATA, for a total consideration of $200 million in cash. The closing of the transaction is expected to take place in three stages, subject to the satisfaction of various conditions precedent in the share purchase agreement. The first of the three closings is expected to take place within 30 business days after the date of the share purchase agreement, and the company expects the transaction to be completed in the third quarter of 2018.

Morgan Lewis partner Ning Zhang led the team. Partners David Sirignano, Janice Liu, and Marc Sonnenfeld aided in the transaction, along with associates James Li and Jason Wilson, and China advisors Xue Huang and Yue Li.