PR Newswire·Dec 16, 2025, 9:00 AM ET

Bright Scholar Announces Completion of Going Private Transaction

BEDU

Bright Scholar Education Holdings Limited completed its merger with Merger Sub, a wholly owned subsidiary of Parent, pursuant to the Agreement and Plan of Merger dated October 13, 2025.
Each American depository share (ADS) was cancelled in exchange for US$2.30 in cash per ADS, less US$5.00 cancellation fees for every 100 ADSs or portion thereof, net of applicable withholding taxes.
Each outstanding Class A or Class B ordinary share (excluding ADSs, Excluded Shares, & Dissenting Shares) was cancelled in exchange for US$0.575 in cash per share without interest & net of applicable withholding taxes.
The 2017 & 2024 Share Incentive Plans were terminated at the Effective Time, cancelling all relevant award agreements.
Vested & unexercised Company Options were cancelled for cash equal to the excess of US$0.575 over the exercise price multiplied by the number of underlying shares; options with exercise prices equal to or greater than US$0.575 were cancelled for nil payment.
Unvested or unexercisable Company Options were cancelled for nil consideration.
Bright Scholar became a wholly owned subsidiary of Parent, & its ADSs no longer trade on the New York Stock Exchange.
Trading of ADSs was suspended on December 16, 2025, & the Company requested the NYSE file a Form 25 to delist & withdraw Shares from registration under Section 12(b) of the Exchange Act.
Deregistration under Section 12(b) will become effective 90 days after the Form 25 filing or sooner if determined by the SEC.
The Company intends to file a Form 15 approximately 10 days after the Form 25 filing to deregister Shares under Section 12(g) & suspend reporting obligations under Section 15(d).
Reporting obligations including Form 20-F & Form 6-K will be suspended immediately upon the Form 15 filing date & will cease once deregistration becomes effective.