Rider University announces Purchase and Sale Agreement for Westminster Choir College
The Rider University Board of Trustees is pleased to announce that it has signed a Purchase and Sale Agreement (PSA) for the transfer of Westminster Choir College, which also includes the Westminster Conservatory and Westminster Continuing Education.
Rider signed the PSA with three entities including the Westminster Choir College Acquisition Corporation, a New Jersey non-profit corporation established by Kaiwen Education, which will operate Westminster Choir College when the transaction is complete. Upon closing of the transaction, this entity will change its name to Westminster Choir College. The other two entities are Beijing Wenhuaxuexin Education Investment Limited Company, a wholly owned subsidiary of Kaiwen Education, and Princeton Westminster International, LLC, a subsidiary of Beijing Wenhuaxuexin Education, which will operate the Westminster Conservatory and Westminster Continuing Education.
The PSA represents the next step in the process begun by the University’s Board of Trustees in 2016 to study the future of Westminster Choir College as part of Rider University. The process resulted in the Board deciding to proceed with the disposition of Westminster, the preferred outcome being to find a partner to acquire and offer Westminster programs in Princeton rather than moving Westminster to Rider’s Lawrenceville campus or closing Westminster altogether.
The Board made its selection of this buyer in accordance with a set of Guiding Principles that emphasized, among other factors, preserving and enhancing Westminster Choir College, the short and long-term financial stability of Westminster and Rider, and the likelihood of completing the transaction.
Robert S. Schimek, ’87, chairman of the Rider University Board of Trustees, said, “This contract is the result of months of hard work and negotiations which will allow the Board to achieve its ultimate goals of successfully transitioning Westminster Choir College to a partner that can make the necessary investments to continue its legacy, and more strongly positioning Rider to pursue its strategic plan for long-term financial stability and growth.”
Gregory G. Dell’Omo, Ph.D., president of Rider University, echoed Board Chair Schimek. “From the very start, the process undertaken by the Board of Trustees was deliberate and thoughtful. As reflected in its Guiding Principles, preserving Westminster Choir College has always been a priority of the Board.”
The selection of Kaiwen Education was made following an intensive worldwide search and selection process conducted with the assistance of PricewaterhouseCoopers Corporate Finance that included outreach to 281 potential suitors and 13 formal proposals of interest, five of which expressed interest in Rider’s preferred option of maintaining and operating Westminster in Princeton. No U.S. higher education institution expressed interest in operating Westminster in Princeton, and only one U.S. education institution expressed interest in taking Westminster to its campus, but after limited diligence, declined to pursue the arrangement further.
After comprehensive discussions regarding the transaction, Rider and Kaiwen Education entered into a non-binding Term Sheet on Feb. 14, 2018. Since then, Rider and representatives of Kaiwen have been negotiating the binding PSA. The Rider Board of Trustees voted to approve the PSA on June 19, 2018, and representatives of both institutions signed the PSA on June 21, 2018. Both parties will work to move the transaction to closing no later than July 1, 2019, in accordance with the PSA.
Rider will continue to operate Westminster Choir College, the Conservatory and Continuing Education during the upcoming academic year while working closely with the buyer to recruit students for the 2019/2020 academic year.
The purchase price in the PSA remains at $40,000,000 but is subject to transaction adjustments. The buyer has also agreed to invest an additional $16,000,000 in Westminster over a five year period beginning on the closing date for working capital and capital expenditures.
Key terms in the PSA intended to help achieve the goal of preserving Westminster include offering employment and comparable benefits to existing Westminster full-time faculty and priority adjuncts, as well as full and part-time Westminster staff. The buyer also has committed to operating Westminster at the current campus for no less than 10 years, and substantially maintain the current academic offerings for no less than five years. The buyer is also obligated to continue student aid and to work with Rider on a transition plan for the smooth transfer of Westminster operations.
The agreement and transaction are subject to a series of required internal, governmental and regulatory approvals which Rider and the buyer will coordinate over the next year.
Board Chair Schimek said, “This contract sets the foundation for a process that creates opportunities for Westminster to evolve into a renewed institution with a strong future. This includes plans to broaden and expand Westminster far beyond what Rider is able to do, and attract more international students to the Choir College, Conservatory and Continuing Education.”
President Dell’Omo added, “Kaiwen Education’s mission is to sustain and grow Westminster Choir College’s reputation as a world-class institution while maintaining it as an artistically pre-eminent, academically rigorous and fiscally sound institution. It is our hope that the entire Westminster community can come together to help bring this process to a successful conclusion so the legacy of Westminster can carry on far into the future.”