TCTM Kids IT Education (TCTM) SC 13E3/AGoing private transaction (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 1)

RULE 13e-3 TRANSACTION STATEMENT

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

Tarena International, Inc.

(Name of the Issuer)

Tarena International, Inc.

Mr. Shaoyun Han

Kidedu Holdings Limited

Kidarena Merger Sub

Kidtech Limited

Ascendent Capital Partners III, L.P.

Connion Capital Limited

Learningon Limited

Moocon Education Limited

Techedu Limited

Titanium Education (Cayman) Limited

(Names of Persons Filing Statement)

Class A Ordinary Shares, par value $0.001 per share

American Depositary Shares, each representing one Class A Ordinary Share

(Title of Class of Securities)

G8675B 105*

876108101**

(CUSIP Number)

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

TABLE OF CONTENTS

INTRODUCTION

This Amendment No. 1 (this “Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Tarena International, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary shares, par value US$0.001 per share (each, a “Share,” and collectively, the “Shares”), including Shares represented by American depositary shares (each, an “ADS,” and collectively, the “ADSs”), each representing one Class A ordinary share that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Mr. Shaoyun Han, the chairman of the board of directors of the Company (the “Chairman”); (c) Kidedu Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”); (d) Kidarena Merger Sub, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”); (e) Kidtech Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands controlled by the Chairman; (f) Ascendent Capital Partners III, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (the “Sponsor”); (g) Connion Capital Limited, a company organized and existing under the laws of the British Virgin Islands (“Connion”); (h) Learningon Limited, a company organized and existing under the laws of the British Virgin Islands (“Learningon”); (i) Moocon Education Limited, a company organized and existing under the laws of the British Virgin Islands (“Moocon”); (j) Techedu Limited, a company organized and existing under the laws of the British Virgin Islands (“Techedu”); and (k) Titanium Education (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Sponsor (the “Investor”). This Amendment amends and restates in its entirety information set forth in the Transaction Statement.

Throughout this Amendment, Parent, Merger Sub, the Chairman, Kidtech Limited, Learningon, Connion, Techedu, Moocon, the Investor and the Sponsor are collectively referred to as the “Buyer Group.” The Chairman, Learningon, Connion, Techedu, Moocon, Banyan Enterprises Limited, Banyan Enterprises A Limited (collectively with Banyan Enterprises Limited, “Gaorong”), New Oriental Education & Technology Group Inc. (“New Oriental”) and Talent Fortune Investment Limited (“KKR”) are collectively referred to herein as the “Rollover Shareholders.”

On April 30, 2021, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company after the Merger as a wholly owned subsidiary of Parent (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each of the Shares issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$4.00 in cash, without interest and net of any applicable withholding taxes, and (ii) each of the ADSs issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$4.00 in cash without interest and net of any applicable withholding taxes, except for (x) (a) 25,234,984 Shares (including Share represented by ADSs, but excluding, for purpose of this calculation, the Shares that the Chairman may acquire through the exercise of options within 60 days of the Proxy Statement, as defined below) held by the Rollover Shareholders (the “Rollover Shares”), which will be cancelled and cease to exist without payment of consideration as contemplated by and in accordance with the rollover and support agreements entered into between Parent and each of the Rollover Shareholders (the “Support Agreements”), (b) Shares (including Shares represented by ADSs) held by Parent, Merger Sub and any of their respective affiliates, (c) Shares (including Shares represented by ADSs) beneficially owned by the Company or any subsidiary of the Company or held in the Company’s treasury, and (d) Shares (including Shares represented by ADSs) held by Citibank, N.A., in its capacity as the ADS Depositary and the holder of the Shares underlying the ADSs and reserved for issuance, settlement and allocation pursuant to the 2008 Share Plan of the Company and the 2014 Share Plan of the Company (collectively, the “Company Share Plans”), in each case, issued and outstanding immediately prior to the Effective Time, which will be cancelled and cease to exist at the Effective Time without payment of any consideration or distribution therefor; and (y) Shares held by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act (2021 Revision) of the Cayman Islands (the “Cayman Islands Companies Act”), which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of such Shares in accordance with Section 238 of the Cayman Islands Companies Act.

In addition to the foregoing, at the Effective Time, each option (each, a “Company Option”) to purchase Shares granted under the Company Share Plans that is vested at or prior to the Effective Time and remains outstanding at the Effective Time (each, a “Vested Company Option”), will be cancelled in exchange for the election to (i) be issued with an employee incentive award, to replace such Vested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Vested Company Option, or (ii) receive cash from the surviving company, without interest and net of any applicable withholding taxes, in the amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option and (y) the number of Shares underlying such Vested Company Option (assuming such holder exercises such Vested Company Option in full immediately prior to the Effective Time), provided that if the exercise price per Share of any such Vested Company Option is greater than the Per Share Merger Consideration, such Vested Company Option will be cancelled without any cash payment being made in respect thereof. In the event that such holder of a Vested Company Option fails to deliver the written election to the Company prior to the shareholders meeting, such holder will be deemed to have elected to be issued with an employee incentive award to replace such Vested Company Option according to item (i) described above.

At the Effective Time, each unvested Company Option that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company Option.

At the Effective Time, each restricted share unit granted under the Company Share Plans (each, a “Company RSU”) that is vested and outstanding immediately prior to the Effective Time (each, a “Vested Company RSU”), will be cancelled in exchange for the election to (i) be issued with an employee incentive award, to replace such Vested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Vested Company RSU, or (ii) receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the Per Share Merger Consideration. In the event that such holder of a Vested Company RSU fails to deliver the written election to the Company prior to the shareholders meeting, such holder will be deemed to have elected to be issued with an employee incentive award to replace such Vested Company RSU according to item (i) described above.

At the Effective Time, each Company RSU that is unvested and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company RSU.

At the Effective Time, each of the Company RSUs granted to certain independent directors of the Company‎, whether vested or unvested, that is cancelled at the Effective Time will, except as otherwise agreed to in writing between such persons and Parent, in exchange therefor, receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the Per Share Merger Consideration multiplied by the number of Shares underlying such Company RSU.

The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining the requisite approval of the shareholders of the Company. The Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger (collectively, the “Transactions”), must be authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) of the Company passed by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy as a single class at the extraordinary general meeting or any adjournment or postponement thereof. Pursuant to the Support Agreements, the Rollover Shareholders have agreed to vote all of the Rollover Shares in favor of the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, which collectively represent approximately 44.9% of the Company’s total issued and outstanding Shares and approximately 74.4% of the voting power of the total issued and outstanding Shares, each as of May 19, 2021.

The Company will make available to its shareholders a proxy statement (the “Proxy Statement,” a preliminary copy of which is attached as Exhibit (a)-(1) to this Amendment), relating to the extraordinary general meeting of the Company’s shareholders, at which the Company’s shareholders will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Proxy Statement.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Amendment are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.

All information contained in this Amendment concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, has supplied any information with respect to any other Filing Person.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

EXHIBIT INDEX

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

[Signature Page to Schedule 13E-3 Transaction Statement]

[Signature Page to Schedule 13E-3 Transaction Statement]

[Signature Page to Schedule 13E-3 Transaction Statement]

[Signature Page to Schedule 13E-3 Transaction Statement]