UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2022
Commission File Number: 001-38657
LAIX Inc.
Building C2, No. 1687 Changyang Road, Yangpu District
Shanghai, 200090
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LAIX Inc. | ||||
By | : | /s/ Bing Sun | ||
Name: | : | Bing Sun | ||
Title: | : | Chief Financial Officer |
Date: April 28, 2022
Exhibit 99.1
LAIX Inc. Announces Receipt of a Revised Preliminary Non-Binding Proposal to Acquire the Company
SHANGHAI, April 28, 2022 /PRNewswire/ LAIX Inc. (LAIX or the Company) (OTC: LAIXY), an artificial intelligence (AI) company in China that creates and delivers products and services to popularize English learning, today announced that its special committee of the board of directors (the Special Committee), consisting of two independent directors of the Company, Dr. Li-Lan Cheng, who serves as the chairman of the Special Committee, and Ms. Min (Jenny) Zhang, has received a revised preliminary non-binding proposal letter (the Revised Proposal Letter), dated April 28, 2022, from Mr. Yi Wang, co-founder, chairman of the Board and chief executive officer of LAIX, Mr. Zheren Hu, co-founder, director and chief technology officer of LAIX, Mr. Hui Lin, co-founder, director and chief scientist of LAIX (collectively, the Founders), and Tenzing Holdings 2011 Ltd. and Sino Avenue Limited (together with the Founders, the New Buyer Group), to acquire all of the outstanding ordinary shares of the Company (the Ordinary Shares), including the Class A ordinary shares represented by the American Depositary Shares of the Company (the ADSs, each currently representing fourteen Class A ordinary shares) that are not already held by the New Buyer Group for a proposed purchase price of US$1.90 in cash per ADS, or US$0.1357 in cash per Ordinary Share (the Proposed Transaction). A copy of the Revised Proposal Letter is attached hereto as Exhibit A. The Revised Proposal Letter is intended to amend and update the previously announced preliminary non-binding proposal letter dated August 4, 2021. The Special Committee will evaluate and consider the Revised Proposal Letter and the Proposed Transaction.
The Company cautions that the Special Committee has just received the Revised Proposal Letter and has not made any decisions with respect to the Revised Proposal Letter and the Proposed Transaction. There can be no assurance that the New Buyer Group will make any definitive offer to the Company, that any definitive agreement relating to the Revised Proposal Letter will be entered into between the Company and the New Buyer Group, or that the Proposed Transaction or any other similar transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
About LAIX Inc.
LAIX Inc. (LAIX or the Company) is an artificial intelligence (AI) company in China that creates and delivers products and services to popularize English learning. Its proprietary AI teacher utilizes cutting-edge deep learning and adaptive learning technologies, big data, well-established education pedagogies and the mobile internet. LAIX believes its innovative approach fundamentally transforms learning. LAIX provides its products and services on demand via its mobile apps, primarily its flagship English Liulishuo mobile app launched in 2013. On the Companys platform, AI technologies are seamlessly integrated with diverse learning content incorporating well-established language learning pedagogies, gamified features and strong social elements to deliver an engaging, adaptive learning experience. LAIX provides a variety of courses inspired by a broad range of topics and culture themes to make English learning more interesting and is committed to offering a fun, interactive learning environment to motivate and engage its users.
For more information, please visit: http://ir.laix.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, aims, future, intends, plans, believes, estimates, confident, potential, continue or other similar expressions. Among other things, the future outlook and quotations contained in this announcement and its attachment, as well as LAIXs strategic and operational plans, contain forward-looking statements. LAIX may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about LAIXs beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks
and uncertainties, and a variety of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: LAIXs goals and strategies; LAIXs future business development, results of operations and financial condition; the expected growth of the education market; LAIXs ability to monetize the user base; fluctuations in general economic and business conditions in China; PRC governmental policies, laws and regulations relating to the Companys industry; the potential impact of the COVID-19 to LAIXs business operations and the economy in China and elsewhere generally; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Companys filings with the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachment is as of the date of the press release, and the Company undertakes no duty to update such information, except as required under applicable law.
For further information, please contact:
LAIX Inc.
Investor Relations
E-mail: ir@laix.com
2
Exhibit A
April 28, 2022
The Special Committee of the Board of Directors (the Special Committee)
LAIX Inc. (LAIX or the Company)
Building C2, No. 1687 Changyang Road
Yangpu District, Shanghai 200090
Peoples Republic of China
Dear Members of the Special Committee:
Reference is made to the preliminary non-binding proposal dated August 4, 2021 (the Original Proposal, as amended and updated by this letter and as may be further amended and updated from time to time, the Proposal) from Mr. Yi Wang, co-founder, chairman of the Board and chief executive officer of LAIX, Mr. Zheren Hu, co-founder, director and chief technology officer of LAIX, Mr. Hui Lin, co-founder, director and chief scientist of LAIX (collectively, the Founders), and PCIL IV Limited (together with its affiliated investment entities, Primavera) to acquire all of the outstanding ordinary shares of the Company in a going private transaction (the Acquisition).
We are submitting this revised letter to update that Primavera has withdrawn from the consortium and does not intend to participate in the Acquisition, and the Founders, Tenzing Holdings 2011 Ltd. and Sino Avenue Limited (collectively, the Buyer Group, we or us) have formed a new buyer consortium with respect to the proposed Acquisition. We very much appreciate the time spent and efforts made by the Special Committee and its advisors so far with respect to the Acquisition. We would like to reaffirm our interests in the Acquisition that we are interested only in acquiring the outstanding shares that we do not beneficially own. Set forth below are the key terms of our revised proposal:
1. Buyer Group. We have entered into a consortium agreement dated as of the date hereof, pursuant to which we will form an acquisition company for the purpose of implementing the Acquisition, and have agreed to work with each other exclusively in pursuing the Acquisition. The Acquisition will be in the form of a merger of the Company with our acquisition vehicle.
2. Purchase Price. We would like to revise our offer price (the Offer Price) to US$1.90 in cash per American depositary share of the Company (ADS, each representing fourteen Class A ordinary shares), or US$0.1357 in cash per ordinary share, which represents a premium of approximately 15.8% to the volume-weighted average price of the ADSs quoted on the OTC Market during the last ten trading days. Our decision to revise the Offer Price is necessitated by the deteriorating market conditions and the challenging regulatory environment facing the Company.
3. No Binding Commitment. This letter does not contain all matters upon which agreement must be reached in order to consummate the proposed Acquisition described above, constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of definitive agreements, and then will be on terms and conditions provided in such documentation. Nothing herein shall obligate any person to engage in or continue discussions regarding the proposed Acquisition, and any of us may terminate discussions at any time for any reason or no reason. Any actions taken by any person in reliance on this Proposal shall be at that persons own risk and cost.
In closing, we remain fully committed to close the Acquisition. We look forward to continuing working with the Special Committee and its advisors.
Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.
* * * *
Sincerely, |
Yi Wang |
/s/ Yi Wang |
Zheren Hu |
/s/ Zheren Hu |
Hui Lin |
/s/ Hui Lin |
SINO AVENUE LIMITED |
/s/ Ning Zhang |
Name: Ning Zhang |
Title: Director |
TENZING HOLDINGS 2011 LTD. |
/s/ Yibo Shao |
Name: Yibo Shao |
Title: Director |