Bright Scholar enters agreement for going-private transaction

Bright Scholar (BEDU) Education announced that it has entered into an agreement and plan of merger with Excellence Education Investment and Bright Education Mergersub, a wholly owned subsidiary of parent. Pursuant to the merger agreement and subject to the terms and conditions thereof, Merger Sub will be merged with and into the company, with the company continuing as the surviving company and becoming a wholly owned subsidiary of parent. At the effective time of the merger, each American depository share of the company, representing four Class A ordinary shares of the company, issued and outstanding immediately prior to the effective time, other than ADSs representing the excluded shares, together with the underlying shares represented by such ADSs, will be cancelled in exchange for the right to receive $2.30 in cash per ADS without interest, and each share of the company issued and outstanding immediately prior to the effective time, other than the excluded shares, shares represented by ADSs and the dissenting shares, will be cancelled in exchange for the right to receive 57.5c in cash per share without interest. The merger consideration represents a premium of approximately 47.4% to the closing price of the ADSs on May 23, the last trading day prior to the company’s receipt of the preliminary non-binding proposal from the buyer group and premiums of approximately 39.4% and 35.9% to the volume-weighted average closing price of the ADSs during the last 30 trading days and 60 trading days, respectively, prior to and including May 23. The merger will be funded through a combination of cash contribution from Wisdom Avenue Global and Waterflower Investment pursuant to a subscription agreement, equity rollover by Sure Brilliant Global of all shares it holds in the company pursuant to a rollover agreement, and transfer by Ultimate Wise Group of all shares it holds to Merger Sub for nominal value pursuant to a share purchase agreement. The board of directors approved the merger agreement and the merger. The merger is currently expected to close in 2025 and is subject to customary closing conditions. If completed, the merger will result in the company becoming a privately held company, and its ADSs will no longer be listed on The New York Stock Exchange, and the company’s ADS program will be terminated.