Dec 14 (Reuters) - UCW Ltd UCW.AX :
* PROPOSES TO ACQUIRE ALL SHARES IN REDHILL FOR CONSIDERATION OF 4.5 FULLY PAID ORDINARY SHARES IN UCW FOR EACH REDHILL SHARE
* OFFER IMPLIES A VALUE OF $0.791 PER REDHILL SHARE
* REDHILL EDUCATION 'S TWO LARGEST SHAREHOLDERS ENTERED INTO PRE-BID ACCEPTANCE AGREEMENTS FOR 19.9% OF REDHILL EDUCATION SHARES