Great Wall's Shareholders Approve the Proposed Acquisition of ChinaCast Communication Holdings Limited
Monday December 18, 5:35 pm ET
NEW YORK, Dec. 18 /PRNewswire-FirstCall/ -- Great Wall Acquisition Corporation (OTC Bulletin Board: GWAQ - News, GWAQU - News, GWAQW - News) announced today that its stockholders have approved the Company's previously-announced proposed acquisition of ChinaCast Communication Holdings Limited. In connection with the acquisition of ChinaCast, the Company's stockholders have also approved amendments to Great Wall's certificate of incorporation to increase the number of authorized shares of Great Wall's common stock to 100,000,000 and to change Great Wall's name to "ChinaCast Education Corporation." Great Wall does not intend to effectuate either of these amendments to its certificate of incorporation until the acquisition has been consummated.
At the Company's special meeting held today, a total of 4,132,588 shares (75% of the Company's outstanding shares) were represented. 3,932,341 shares (71.2% of the Company's outstanding shares) voted to approve the acquisition of ChinaCast. Of these, 2,980,341 shares issued in Great Wall's initial public offering ("Public Shares") (66% of the Company's Public Shares) voted to approve the acquisition of ChinaCast.
Great Wall did not receive any votes against the acquisition of ChinaCast. Because voting against the acquisition was a condition to the ability of any stockholder to elect the right to convert such stockholder's shares into a pro rata portion of the IPO trust account, no stockholders elected such conversion. 5,000 shares voted to abstain from the vote to approve the acquisition.
In addition, 4,125,045 shares (74.8% of the outstanding shares) approved the amendment to Great Wall certificate of incorporation increasing its authorized shares of common stock and 4,132,588 shares (75% of the outstanding shares) approved the amendment to Great Wall's certificate of incorporation to change its name to ChinaCast Education Corporation. Great Wall did not receive any votes against either of the proposed amendments to its certificate of incorporation, however, 5,000 shares abstained from the vote to increase the number of Great Wall's authorized shares.
Mr. Kin Shing Li, Great Wall's Chairman, said, "In light of the substantial sentiment of Public Shareholders in favor of the acquisition of ChinaCast, Great Wall intends to move forward with the acquisition of ChinaCast and expects to complete this acquisition before the end of the year."
As previously announced, Great Wall made a formal announcement of the voluntary conditional tender offer for the shares of ChinaCast in Singapore on December 7, 2006. The fourteen (14) day period following such announcement during which the offer was not open for acceptances is set to expire on December 21, 2006. On that date Great Wall expects to make an offer for all ChinaCast shares in Singapore. Accordingly, it is expected that the Company will be able to close on the acquisition of a majority stake in ChinaCast prior to December 31, 2006.
In connection with the proposed business combination, Great Wall has filed a registration statement on Form S-4 (Registration No. 333-134098) with the SEC. Investors are urged to carefully read the definitive proxy statement/prospectus which was distributed to stockholders on or about December 5, 2006, and any other relevant documents filed with the SEC, because they contain important information about Great Wall, ChinaCast and the proposed transaction, including detailed risk factors. The definitive proxy statement/prospectus and other documents filed by Great Wall are available free of charge at the SEC's website, sec.gov, or by directing a request to Great Wall Acquisition Corporation, 660 Madison Avenue, 15th Floor, New York, New York, 10021, Attention: Richard Xue. ChinaCast is a public company listed on the on the Main Board of the Singapore Exchange Securities Trading Limited. Copies of filings made by ChinaCast with the Singapore Exchange are available on its web site, sgx.com.sg.
Great Wall, ChinaCast and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the participants in the solicitation is set forth in the Great Wall's Form S-4 registration statement.
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