Meten International Education Group entered into a definitive merger agreement to acquire EdtechX Holdings Acquisition Corp. (NasdaqCM:EDTX) from IBIS Private Equity Partners LLP, Azimut Enterprises Holding S.r.l. and others in a reverse merger transaction on December 12, 2019. The current shareholders of Meten will receive consideration of approximately 51.4 million shares, including vested options, of the combined entity on closing of the transaction. Additionally, certain Meten shareholders may receive up to an additional 4 million shares if the combined entity's share price exceeds $12.5 by fiscal year 2022, and an additional 7 million shares if the share price exceeds $15 by fiscal year 2023. Meten's shareholders are rolling over up to 100% of their equity in the transaction. EdtechX will be required to pay cash to electing Meten shareholders, in an amount equal to 50% of the excess of the remaining cash at closing over $30 million up to an aggregate of $10 million. Cash consideration paid will reduce the ordinary shares issuable to Meten's shareholders. Meten's management and shareholders will own 81% in the combined entity.

The merger agreement may be terminated at any time by mutual written consent of EdtechX and Meten, if the business combination is not consummated on or before April 1, 2020. In the event of the termination of the merger agreement, either party will pay a termination fee equal to $0.35 million. The combined entity will operate as Meten EdtechX Education Group and receive the new symbol “METX” post-closing. The board of Meten EdtechX will consist of 9 directors. EdtechX will nominate 2 directors who will serve 3 years from closing. Meten will nominate 4 directors. There will be 3 independent directors to be elected. Upon completion of the transaction, assuming election by the stockholders of EdtechX, the directors of the combined entity will be Benjamin Vedrenne-Cloquet and Charles McIntyre, EdtechX's Chief Executive Officer and Chairman of the Board, respectively, Jishuang Zhao, Siguang Peng and Yupeng Guo, the founders of Meten, Yongchao Chen, Yanli Chen, Zhiyi Xie, and Ying Chen. Siguang Peng will also take the role of Chief Executive Officer. Yupeng Guo will become Vice President. Ng Kwok Yin will become Chief Financial Officer.

Completion of the transaction is subject to approval by the shareholders of EdtechX and Meten International Education, approval of Hart-Scott-Rodino Antitrust, the execution and delivery of the amended stock escrow agreement, minimum cash requirement of $30 million, the Registration Statement shall have been declared effective by the Securities and Exchange Commission and other customary closing conditions. The meeting of stockholders of EdtechX will be held on March 26, 2020. The boards of directors of EdtechX and Meten have unanimously approved the transaction. As of March 16, 2020, the Registration Statement has been declared effective.

As on March 23, 2020, Meten is in effort of obtaining financing in the range of $20 million and $100 million from the sale of equity securities as follows: on March 19, 2020, Meten entered into an additional forward purchase contract with an unaffiliated third-party investor pursuant to which such investor agreed to purchase, in a private placement to occur concurrently with the consummation of the mergers, an aggregate of 0.4 million ordinary shares of Meten at $10 per share, for an aggregate investment of $4 million. The transaction is expected to close by March 30, 2020.

Chardan acted as the financial and capital market advisor and David Alan Miller and Jeffrey M. Gallant of Graubard Miller LLP acted as legal advisor to EdtechX. Wendy Zhai of Macquarie acted as the financial advisor and Ning Zhang and Edwin Luk of Luk & Partners, Ning Zhang and Edwin Luk of Morgan, Lewis & Bockius, and Conyers Dill & Pearman acted as legal advisors to Meten. Jingtian & Gongcheng acted as legal advisor for EdtechX. Advantage Proxy, Inc. acted as a proxy solicitor to EdtechX and EdtechX will pay a fee of $7,500 plus disbursements. Loeb & Loeb acted as special legal advisor to Chardan.

Meten International Education Group completed the acquisition of EdtechX Holdings Acquisition Corp. (NasdaqCM:EDTX) from IBIS Private Equity Partners LLP, Azimut Enterprises Holding S.r.l. and others in a reverse merger transaction on March 30, 2020.