Bright Scholar Enters Merger Agreement with Excellence Education Investment Limited.

Bright Scholar Education Holdings Limited has entered into an agreement to be acquired by Excellence Education Investment Limited. The merger will result in Bright Scholar becoming a wholly-owned subsidiary of Excellence Education. The transaction is subject to certain conditions and is expected to complete in due course.

Bright Scholar Education Holdings Limited (NYSE: BEDU), a global leader in international education services, has entered into a definitive agreement to be acquired by Excellence Education Investment Limited. The transaction, which is expected to close in 2025, will result in Bright Scholar becoming a wholly-owned subsidiary of Excellence Education.

The merger agreement, signed by Bright Scholar and its subsidiary Bright Education Mergersub Limited, stipulates that each American Depository Share (ADS) of Bright Scholar will be exchanged for US$2.30 in cash, representing a 47.4% premium over the closing price of ADSs on May 23, 2025. Class A ordinary shares of the Company will be exchanged for US$0.575 in cash per share, a 39.4% premium over the volume-weighted average closing price during the last 30 trading days prior to May 23, 2025 Bright Scholar Enters into Definitive Agreement for Going-Private Transaction^[1].

The merger is being funded through a combination of cash contributions from Wisdom Avenue Global Limited and Waterflower Investment Ltd., equity rollover by Sure Brilliant Global Limited, and a nominal value transfer by Ultimate Wise Group Limited. The merger will be in the form of a "short-form" merger, not requiring a shareholder vote or approval by a special resolution of Bright Scholar's shareholders Bright Scholar Enters into Definitive Agreement for Going-Private Transaction^[1].

Bright Scholar operates its business through three segments: Overseas Schools, Complementary Education Services, and Domestic Kindergartens and K-12 Operation Services. The company conducts its operations in both domestic and overseas markets Bright Scholar Education Holdings Limited Stock^[2].

The transaction is subject to customary closing conditions and is expected to result in Bright Scholar becoming a privately held company. Upon completion, Bright Scholar's ADSs will no longer be listed on The New York Stock Exchange, and its ADS program will be terminated.

For more information, investors are encouraged to review the current report on Form 6-K regarding the merger, which will be available at the U.S. Securities and Exchange Commission's website (http://www.sec.gov) Bright Scholar Enters into Definitive Agreement for Going-Private Transaction^[1].