On Oct 13 2025 at 06:30 ET, Bright Scholar Education Holdings Limited (NYSE: BEDU) announced that it has entered into a Merger Agreement with Excellence Education Investment Limited (the “Parent”) and its wholly‑owned subsidiary Bright Education Mergersub Limited. Under the agreement, Bright Education Mergersub will merge into Bright Scholar, which will continue as the surviving company and become a wholly owned subsidiary of the Parent. At the Effective Time, each American Depositary Share (ADS) will be cancelled in exchange for US$2.30 in cash per ADS, and each ordinary share will be cancelled in exchange for US$0.575 in cash per share, with the transaction representing a premium of approximately 47.4% to the closing price of the ADS on May 23 2025.
The merger will be funded through a combination of cash contributions from Wisdom Avenue Global Limited and Waterflower Investment Ltd., an equity rollover by Sure Brilliant Global Limited of all shares it holds, and a transfer by Ultimate Wise Group Limited of all shares it holds to Bright Education Mergersub for nominal value. The consideration structure yields a premium of about 39.4% to the 30‑day volume‑weighted average closing price and 35.9% to the 60‑day VWAP of the ADS. The transaction is a short‑form merger under Section 233(7) of the Cayman Islands Companies Act (2025 Revision) and does not require a shareholder vote, provided the plan of merger is provided to all registered shareholders.
The Board, acting on the unanimous recommendation of a special committee of independent directors, approved the Merger Agreement and the Merger. Kroll, LLC serves as the financial advisor to the special committee, while Gibson, Dunn & Crutcher LLP is the U.S. legal counsel to the committee; Baker & McKenzie LLP advises the company, and Conyers Dill & Pearman provides Cayman Islands counsel. The company will file a current Form 6‑K with the SEC and mail a Schedule 13E‑3 Transaction Statement to shareholders. Upon completion, Bright Scholar will become a privately held company, its ADS program will be terminated, and the shares will no longer be listed on the New York Stock Exchange.
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