GREAT
WALL’S SHAREHOLDERS APPROVE THE PROPOSED ACQUISITION OF
CHINACAST COMMUNICATION HOLDINGS LIMITED
NEW YORK,
December 18, 2006 (PRNewswire) — Great Wall Acquisition
Corporation (OTCBB: GWAQ, GWAQU, GWAQW) 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
C
|
