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Bright Scholar Announces Completion of Going Private Transaction
Prnewswire· 2025-12-16 14:00
Core Viewpoint - Bright Scholar Education Holdings Limited has completed its merger with Bright Education Mergersub Limited, becoming a wholly owned subsidiary of Excellence Education Investment Limited, following the previously announced Merger Agreement dated October 13, 2025 [1][5]. Merger Details - At the effective time of the merger, each American depository share (ADS) representing four Class A ordinary shares was cancelled in exchange for US$2.30 in cash per ADS, subject to cancellation fees [2]. - Each Class A ordinary share was cancelled in exchange for US$0.575 in cash per share, excluding certain excluded shares [2]. - The Company terminated its 2017 and 2024 Share Incentive Plans as part of the merger [3]. - Vested and outstanding options to purchase shares under the Company Equity Plan were cancelled in exchange for cash if the exercise price was less than US$0.575; otherwise, they were cancelled without payment [4]. Post-Merger Actions - Following the merger, Bright Scholar's ADSs will no longer trade on the New York Stock Exchange (NYSE), and the Company has requested the suspension of trading and delisting of its ADSs [5][6]. - The Company plans to file a Form 15 with the SEC to request deregistration of its shares and suspension of reporting obligations under the Exchange Act [6]. Company Overview - Bright Scholar is a premier global education service group that provides quality international education to students, equipping them with essential academic foundations and skillsets for higher education [7].
Bright Scholar Sets Record Date for Dissemination of Transaction Statement for "Going Private" Transaction
Prnewswire· 2025-11-20 10:30
Core Points - Bright Scholar Education Holdings Limited has set November 18, 2025, as the record date for the dissemination of the Rule 13e-3 Transaction Statement in connection with a "going private" transaction under a Merger Agreement with Excellence Education Investment Limited and Bright Education Mergersub Limited [1][4] - The merger is expected to close in 2025, resulting in Bright Scholar becoming a privately held company, with its American depositary shares (ADSs) no longer listed on the New York Stock Exchange [4] Summary by Sections Merger Agreement - The Company entered into a Merger Agreement on October 13, 2025, with Excellence Education Investment Limited and its wholly owned subsidiary [1] - Record holders of Class A and Class B ordinary shares will receive a copy of the Schedule 13E-3 and the final form of the Plan of Merger [2] Dissent Rights - Record holders wishing to exercise their dissent rights must provide written objections within seven days of receiving the Plan of Merger [3] Company Overview - Bright Scholar is a premier global education service group that provides quality international education to students, equipping them with essential academic foundations and skillsets for higher education [5]
Bright Scholar Enters into Definitive Agreement for Going-Private Transaction
Prnewswire· 2025-10-13 10:30
Core Viewpoint - Bright Scholar Education Holdings Limited has announced a merger agreement with Excellence Education Investment Limited, which will result in Bright Scholar becoming a wholly owned subsidiary of the parent company [1][5]. Merger Details - The merger will involve the cancellation of each American depository share (ADS) for a cash payment of US$2.30 per ADS, and each share of the company will be cancelled for US$0.575 per share, excluding certain shares [2]. - The merger consideration represents a premium of approximately 47.4% to the closing price of the ADSs on May 23, 2025, and premiums of approximately 39.4% and 35.9% to the volume-weighted average closing prices over the last 30 and 60 trading days, respectively [3]. Funding Structure - The merger will be 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 transfer of shares by Ultimate Wise Group Limited to Merger Sub for nominal value [4]. Board Approval - The merger agreement has been approved by the board of directors of Bright Scholar, following a unanimous recommendation from a special committee of independent directors [5]. Closing Timeline - The merger is expected to close in 2025, subject to customary closing conditions, and will result in Bright Scholar becoming a privately held company with its ADSs no longer listed on The New York Stock Exchange [6]. Legal and Advisory Support - Kroll, LLC is serving as the financial advisor to the special committee, while various law firms are providing legal counsel to both the company and the buyer group [7].
Bright Scholar Announces Appointment of Independent Financial Advisor and Legal Counsel to the Special Committee
Prnewswire· 2025-06-20 09:00
Core Viewpoint - Bright Scholar Education Holdings Limited has formed a Special Committee to evaluate a preliminary non-binding proposal and has engaged Kroll, LLC and Gibson, Dunn & Crutcher LLP for financial and legal advisory services respectively [1][2]. Group 1: Company Overview - Bright Scholar is a premier global education service group that provides quality international education to students worldwide, equipping them with essential academic foundations and skillsets for higher education success [3]. Group 2: Proposal Evaluation - The Special Committee is actively reviewing the proposal, but the Board has cautioned shareholders that no decisions have been made yet regarding the proposal [2]. - There is no assurance that a definitive offer will be received or that any agreement related to the proposal will be executed or approved [2].
Bright Scholar Announces Formation of Special Committee
Prnewswire· 2025-06-04 10:30
Core Viewpoint - Bright Scholar Education Holdings Limited has formed a special committee to evaluate a preliminary non-binding proposal received on May 26, 2025 [1][2]. Company Overview - Bright Scholar is a premier global education service group that provides quality international education to students worldwide, equipping them with essential academic foundations and skillsets for higher education success [3].
Bright Scholar Schedules Unaudited Financial Results for the Second Quarter of Fiscal 2025 Ended February 28, 2025
Prnewswire· 2025-04-24 09:00
Core Viewpoint - Bright Scholar Education Holdings Limited will release its unaudited financial results for the second quarter of fiscal 2025 on April 28, 2025, before the US market opens [1]. Financial Results Announcement - The financial results will cover the period ended February 28, 2025 [1]. - An earnings conference call is scheduled for April 28, 2025, at 7:00 a.m. U.S. Eastern Time [2]. - Dial-in details for the conference call are provided for various regions, including Mainland China, Hong Kong, the United States, and international participants [2]. Conference Call Details - Participants are advised to join the call at least 5 minutes prior to the start time [2]. - A live and archived webcast of the conference call will be available on the company's investor relations website [2]. Replay Information - A replay of the conference call will be accessible until May 5, 2025, with specific telephone numbers and a replay passcode provided [3]. Company Overview - Bright Scholar is described as a global premier education service group, focusing on providing quality international education to students worldwide [3]. - The company aims to equip students with the necessary academic foundation and skillsets for higher education success [3].