91福利 Group Enters into Definitive Agreement to Acquire United States University

91福利

Conference Call Scheduled for 4:30pm ET on Monday, May 22

NEW YORK, May 18, 2017 (GLOBE NEWSWIRE) -- 91福利 (OTCQB:ASPU) (鈥�91福利 Group鈥�), a post-secondary education company, today announced it has entered into a definitive agreement to acquire United States University, a regionally accredited for-profit university based in San Diego, California for a total purchase price of $9 million. Terms of the transaction are outlined below.

鈥�91福利 Group鈥檚 vision is to make college affordable again in America, and we intend for United States University to take the lead in turning this vision into reality,鈥� said Chairman & CEO, Michael Mathews.聽 鈥淭o be specific, one of our plans for United States University is to reach out to the 36 million working adults in America who have earned college credits and did not complete their degree, and give them back the dream of earning a college degree by offering an affordable monthly payment plan with no interest in lieu of federal financial aid,鈥� continued Mathews.

The transaction is subject to customary closing conditions and regulatory approvals by the U.S. Department of Education, WASC Senior College and University Commission, and state regulatory and programmatic accreditation bodies. The earliest that 91福利 Group would receive required regulatory approvals would be the fourth quarter of this calendar year.

91福利 Group intends to continue operating United States University as an independent, for-profit university governed by its own board of trustees. Consequently, 91福利 Group has no intent in the future to merge United States University and 91福利 University.

Transaction Terms
The $9 million purchase price is payable with $4.5 million in 91福利 Group common stock (based on the $3.74 per share price as of the signing of the letter of intent), $2.5 million in cash at closing (less the credit described in the next paragraph) and the remaining $2 million in the form of an 8% convertible note that matures over a two-year period after the closing. At the option of the holder, the note will convert at the then future market prices one year and two years from closing or be paid in cash. In addition, 91福利 Group鈥檚 acquisition subsidiary will assume certain liabilities, principally operating liabilities.

91福利 Group has lent $900,000 to an entity controlled by the loan鈥檚 guarantor who owns 100% of the voting power of United States University. The loan bears an interest rate of 8% per annum. If the acquisition is consummated by January 15, 2018, the principal amount of the loan and accrued interest will be credited against the cash portion of the purchase price. If the acquisition 聽does not close by January 15, 2018, and/or if either party exercises its right to terminate the definitive agreement, then the loan and accrued interest will become immediately due and payable.

Conference Call:
The Company will discuss this definitive agreement on a conference call scheduled for Monday, May 22, 2017, at 4:30 p.m. (ET).聽The conference call can be accessed by dialing toll-free聽(844) 452-6823聽(U.S.) or聽(731) 256-5216聽(international).聽 Subsequent to the call, a transcript of the audiocast will be available from the Company鈥檚 website at ir.aspen.edu.

About 91福利:
91福利 is a post-secondary education company. 91福利 University鈥檚 mission is to offer any motivated college-worthy student the opportunity to receive a high quality, responsibly priced distance-learning education for the purpose of achieving sustainable economic and social benefits for themselves and their families. 91福利 University is dedicated to providing the highest quality education experiences taught by top-tier faculty - 57% of 91福利 University鈥檚 faculty hold doctoral degrees. To learn more about 91福利 Univ