PR Newswire·Oct 13, 2025, 6:30 AM ET

Bright Scholar Enters into Definitive Agreement for Going-Private Transaction

BEDU

Bright Scholar Education Holdings Limited (NYSE: BEDU) entered a Merger Agreement with Excellence Education Investment Limited (Parent) & Bright Education Mergersub Limited (Merger Sub).
Under the agreement, Merger Sub will merge into Bright Scholar, with the Company remaining the surviving entity as a wholly owned subsidiary of Parent.
Each ADS will be cancelled in exchange for US$2.30 in cash, while each Class A or B ordinary Share will be cancelled in exchange for US$0.575 in cash.
The merger consideration represents a premium of approximately 47.4% to the ADS closing price on May 23, 2025, 39.4% to the 30-day volume-weighted average, & 35.9% to the 60-day volume-weighted average.
The transaction will be funded via cash contributions from the Sponsor, an equity rollover by Sure Brilliant Global Limited, & a nominal value share transfer by Ultimate Wise Group Limited.
The Board approved the merger following a unanimous recommendation by the Special Committee of independent directors.
The merger is structured as a "short-form" merger under Cayman Islands law, so no shareholder vote is required if the Plan of Merger is distributed to all registered shareholders.
The merger is expected to close in 2025, subject to customary conditions, which will result in the Company becoming privately held & its ADSs delisting from the NYSE.
Kroll, LLC serves as financial advisor to the Special Committee, while Gibson, Dunn & Crutcher LLP & Baker & McKenzie LLP serve as U.S. legal counsel, & Conyers Dill & Pearman serves as Cayman Islands counsel.
King & Wood Mallesons & Appleby serve as legal counsel to the Buyer Group.
The Company will file a Form 6-K with the SEC containing the Merger Agreement & will distribute a Schedule 13E-3 Transaction Statement to shareholders.