Zhengdong Zhu and Baohong Yin submitted a preliminary non-binding proposal to acquire the remaining 60.8% stake in China Distance Education Holdings Limited (NYSE:DL) for approximately $190 million on June 8, 2020. Zhengdong Zhu and Baohong Yin entered into a definitive agreement to acquire the remaining 60.8% stake in China Distance Education Holdings Limited (NYSE:DL) for approximately $210 million on December 1, 2020. The consideration payable will be in cash of $9.08 per American depositary shares or $2.27 per share for shares other than American depositary shares. Under the terms of the transaction, the buyer will acquire 33.6 million ADS shares at $9.8 per share, and will pay $2.45 per ordinary share of other shares other than the ADS shares. The transaction will be financed with a combination of debt and/or equity capital. The equity financing is expected to be provided by Zhengdong Zhu and Baohong Yin and debt financing is expected to be provided by loans from third party financial institutions. As of January 22, 2021, the transaction will be financed with equity capital of $10 million and a senior secured term loan facility of up to $200 million. If the agreement is validly terminated by China Distance Education, then the company shall pay a fee of $2.5 million to the buyers, while if the agreement was validly terminated by China Distance, then the buyers will pay a fee amounting to $5 million to the company. The transaction is subject to execution of the definitive agreement, approval of the shareholders of China Distance Education and dissenters rights limited. The deal was approved by the Board of Directors of China Distance Education. China Distance Education Holdings Limited formed a special committee consisting of Carol Yu and Annabelle Yu Long, each an independent director, to review and evaluate a non-binding proposal. As of January 29, 2021, China Distance Education Holdings Limited issued notice to its shareholders for extraordinary general meeting to be held on February 26, 2021. As of February 26, 2021, the transaction has been approved by the shareholders on February 26, 2021. The deal is expected to complete by the end of the first half of 2021. As of January 22, 2021, the transaction is expected to close on June 1, 2021. Howard Zhang, Hua Cai and Michael Zhuoran Xu of Davis Polk & Wardwell LLP acted as the legal advisor for Zhengdong Zhu and Baohong Yin. Karen Zhang Pallaras of Maples and Calder (Hong Kong) LLP is handling the validity of the Merger and certain other legal matters with respect to Cayman Islands law for the buyer group. Timothy Bancroft and Danhai Mu of Goulston & Storrs acted as a legal advisor while Duff & Phelps, LLC acted as financial advisor for the special committee of China Distance Education Holdings Limited. Ning Zhang and Ester Chow of Morgan Lewis & Bockius LLP acted serving as U.S. legal advisor while Anna Chong of Conyers Dill & Pearman (Cayman) Limited is handling the validity of the Merger and certain other legal matters with respect to Cayman Islands law for China Distance. Georgeson LLC acted as a proxy solicitor to China Distance Education Holdings with a fee of $15000. China Distance Education Holdings agreed to pay a fee of $0.6 million to Duff & Phelps, LLC. Zhong Lun Law Firm is also involved in the transaction. Zhengdong Zhu and Baohong Yin completed the acquisition of the remaining 60.8% stake in China Distance Education Holdings Limited (NYSE:DL) on March 18, 2021.