#China #Bright Scholar #Education Holdings #Foshan #Merger Agreement

Bright Scholar Education Holdings Announces Merger Agreement

Bright Scholar Education Holdings Limited, a leading global provider of educational services, has officially announced its entry into a definitive agreement termed the "Merger Agreement". This pivotal development will see Bright Scholar merging with its parent entity, Excellence Education Investment Limited, and its wholly-owned subsidiary, Bright Education Mergersub Limited, effectively transforming Bright Scholar into a privately-held company.

Overview of the Merger

As part of this significant transaction, Bright Scholar will maintain its operations as a wholly-owned subsidiary of the Parent company. Upon the effective time of the merger, American depository shares (ADS) of Bright Scholar will be exchanged for cash consideration, set at $2.30 per ADS, which reflects a notable premium compared to previous closing prices. This move is designed to maximize shareholder value, with the merger consideration offering around a 47.4% premium based on May 23, 2025, closing prices.

The company highlights that approximately 39.4% and 35.9% premiums will be applied to the volume-weighted average closing price of the ADSs over the last 30 and 60 trading days preceding the announcement. The objective is to deliver superior returns to shareholders, recognizing the intrinsic value and growth potential of Bright Scholar’s educational services.

Funding the Merger

The financing for this merger will stem from a diverse set of funding sources, including cash contributions from Wisdom Avenue Global Limited and Waterflower Investment Ltd. Moreover, Sure Brilliant Global Limited is rolling over its equity holdings in the company and transferring shares to the Merger Sub for nominal value. These funding arrangements signify a strong commitment from the Buyer Group, which encompasses various stakeholders eager to support the venture.

Approval Process

The Board of Directors at Bright Scholar, upon the unanimous recommendation from an independent committee, has approved the Merger Agreement. Noteworthy is the designation of this merger as a "short-form" merger, operating under the regulations of the Companies Act within the Cayman Islands. This structure empowers the company to bypass a shareholder vote, streamlining the process toward completion.

Expected to reach completion in 2025, the merger is pending customary closing conditions, with the final execution of the plan poised to transition Bright Scholar to a privately held entity. Consequently, the ADSs will be delisted from the New York Stock Exchange, and its dedication towards providing top-tier education continues unabated.

Legal and Financial Advisory

Bright Scholar has engaged a range of advisors to facilitate this complex transaction. Kroll, LLC acts as the financial advisor, providing supportive insights for the Board’s decision-making process. Additionally, multiple law firms, including Gibson, Dunn & Crutcher LLP and Baker McKenzie LLP, have been enlisted to provide legal counsel, ensuring adherence to regulatory standards and seamless execution of the merger agreement.

In correspondence with the SEC, Bright Scholar will file a current report detailing the Merger, which will include relevant agreements and further disclosures to guide shareholders through the transition. Investors and stakeholders are encouraged to stay updated through SEC filings and related communications from the company.

About Bright Scholar

As a premier global education service provider, Bright Scholar is committed to offering exceptional international educational opportunities to students worldwide. By meticulously fostering an environment conducive to learning and development, the company is equipped to prepare students for higher academic pursuits and future success.

The transition to a private entity is a strategic move aimed at refining operations and focusing on long-term growth and service excellence.

For additional details on the merger and Bright Scholar’s continued efforts in education, interested parties can refer to Bright Scholar's Investor Relations portal.