Bright Scholar Education Holdings Limited ("Bright Scholar" or the "Company") (NYSE:BEDU), a global premier education service company, today announced that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Excellence Education Investment Limited ("Parent") and Bright Education Mergersub Limited ("Merger Sub"), 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 (the "Merger").
At the effective time of the Merger (the "Effective Time"), each American depository share of the Company (each, an "ADS"), representing four Class A ordinary shares of the Company (together with the Class B ordinary shares of the Company, the "Shares"), issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares (as defined in the Merger Agreement), together with the underlying Shares represented by such ADSs, will be cancelled in exchange for the right to receive US$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 (as defined in the Merger Agreement), will be cancelled in exchange for the right to receive US$0.575 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, 2025, the last trading day prior to the Company's receipt of the preliminary non-binding proposal from the buyer group consisting of Mr. Hongru Zhou, Mr. Ruolei Niu, Excellence Education Investment Limited, Ultimate Wise Group Limited and Sure Brilliant Global Limited on May 26, 2025, 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, 2025.