Bright Scholar Enters into Definitive Agreement for Going-Private Transaction, Receiving $2.30 per ADS in Cash

Bright Scholar Education Holdings Limited has entered into a definitive agreement for a going-private transaction. Pursuant to the agreement, Merger Sub will merge with the Company, and each American depository share will be exchanged for $2.30 in cash per share. The merger consideration represents a premium of approximately 47.4% to the closing price on May 23, 2025. The transaction will be funded through a combination of cash from the Sponsor, equity rollover by Sure Brilliant Global Limited, and share transfers.

Bright Scholar Education Holdings Limited (NYSE: BEDU), a global leader in premium K-12 education services, has entered into a definitive agreement for a going-private transaction. The transaction involves a merger between Bright Scholar and Merger Sub, a wholly owned subsidiary of Excellence Education Investment Limited, with Bright Scholar continuing as the surviving company and becoming a wholly owned subsidiary of Parent Bright Scholar Enters into Definitive Agreement for Going-Private Transaction^[1].

Under the terms of the agreement, each American depository share (ADS) of Bright Scholar, representing four Class A ordinary shares, will be exchanged for $2.30 in cash per ADS without interest. This represents a premium of approximately 47.4% to the closing price on May 23, 2025, the last trading day prior to the Company's receipt of a preliminary non-binding proposal from the buyer group Bright Scholar Enters into Definitive Agreement for Going-Private Transaction^[1].

The merger consideration is funded through a combination of cash contributions from Wisdom Avenue Global Limited and Waterflower Investment Ltd., equity rollover by Sure Brilliant Global Limited, and share transfers from Ultimate Wise Group Limited. The board of directors of Bright Scholar, acting upon the unanimous recommendation of a committee of independent directors, approved the merger agreement Bright Scholar Enters into Definitive Agreement for Going-Private Transaction^[1].

The merger is expected to close in 2025 and is subject to customary closing conditions. Upon completion, Bright Scholar will become a privately held company, and its ADSs will no longer be listed on The New York Stock Exchange. The Company's ADS program will be terminated Bright Scholar Enters into Definitive Agreement for Going-Private Transaction^[1].

Investors and shareholders are urged to review the Schedule 13E-3 Transaction Statement, which will be filed with the U.S. Securities and Exchange Commission (SEC) and will be available on the SEC's website (http://www.sec.gov) Bright Scholar Enters into Definitive Agreement for Going-Private Transaction^[1].