Bright Scholar Announces Completion of Going Private Transaction

Bright Scholar (NYSE: BEDU) announced completion of a going-private merger with Bright Education Mergersub Limited and Parent (Excellence Education Investment Limited) effective December 16, 2025.

Rhea-AI Summary

Bright Scholar (NYSE: BEDU) announced completion of a going-private merger with Bright Education Mergersub Limited and Parent (Excellence Education Investment Limited) effective December 16, 2025. Each ADS was cancelled for US$2.30 per ADS (net of a US$5.00 per 100 ADSs cancellation fee and withholding taxes); each underlying Share was cancelled for US$0.575 per Share. The Company Equity Plans and outstanding options were terminated or cancelled at the Effective Time, with vested options paid only if in-the-money versus US$0.575. As a result, Bright Scholar is now a wholly owned subsidiary of Parent and its ADSs no longer trade on the NYSE; the company has requested suspension, delisting and deregistration steps with the SEC.

Positive

• Fixed cash consideration of US$2.30 per ADS
• Company converted to a wholly owned subsidiary
• Clear delisting and deregistration timeline with SEC filings

Negative

• ADS liquidity ended as shares no longer trade on NYSE
• Company Equity Plans terminated and unvested options cancelled for nil
• Vested options paid only if exercise price US$0.575

Key Figures

Cash per ADS: US$2.30 per ADS Cash per Share: US$0.575 per Share ADS cancellation fee: US$5.00 per 100 ADSs +5 more

Cash per ADS

US$2.30 per ADS

Merger consideration for each ADS at Effective Time

Cash per Share

US$0.575 per Share

Merger consideration for each ordinary share

ADS cancellation fee

US$5.00 per 100 ADSs

Cancellation fee deducted from cash per ADS

ADS share ratio

4 Class A shares per ADS

Each ADS represents four Class A ordinary shares

Transaction funding

US$14.74 million

Funds to acquire about 25.63M outstanding Shares per Schedule 13D/A

Shares to be acquired

25.63 million Shares

Outstanding Shares to be bought from other holders

Beneficial ownership

88,041,559 Ordinary Shares

About 74.2% of shares and 98.3% of voting power as disclosed

Deregistration timeline

90 days after Form 25

Effective date for deregistration under Section 12(b)

Historical Context

2 past events · Latest: Nov 20

2 events

1. Nov 20

   Record date set

   24h Move

   +3.7%

   Set record date and detailed dissemination process for going-private documents.

2. Oct 13

   Merger agreement

   24h Move

   +0.5%

   Entered definitive merger agreement with fixed cash consideration per ADS and share.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

american depository share, ads, form 25, form 15, +4 more

8 terms

american depository share financial

"each American depository share of the Company (each, an "ADS"), representing four Class A..."

An American Depository Share is a U.S.-listed certificate that represents one or more ordinary shares of a foreign company, letting that company's stock trade on U.S. exchanges without buying the shares directly overseas. For investors it matters because it makes foreign companies easier to buy and sell, settles and pays dividends in U.S. dollars, and subjects the listing to familiar U.S. trading rules — think of it as a U.S. receipt that stands in for a foreign stock.

ads financial

"each American depository share of the Company (each, an "ADS"), representing four Class A..."

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

form 25 regulatory

"and that the NYSE file with the Securities and Exchange Commission (the "SEC") a Form 25 relating to the delisting..."

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

form 15 regulatory

"The Company intends to file a Form 15 with the SEC under the Exchange Act..."

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

section 12(b) regulatory

"to withdraw the Shares from registration under Section 12(b) of the Securities Exchange Act of 1934..."

Section 12(b) of the U.S. Securities Exchange Act requires securities listed on a national stock exchange to be registered with the U.S. Securities and Exchange Commission (SEC) and to follow regular public reporting and disclosure rules. For investors, a 12(b) listing generally means more routine financial updates, regulatory oversight and easier buying and selling—like a storefront that must display its inventory and prices, making it simpler to inspect and trade the product.

section 12(g) regulatory

"requesting the deregistration of the Company's Shares under Section 12(g) of the Exchange Act..."

Section 12(g) is a rule that requires companies to register with the government and share their financial details when they have a certain number of shareholders or assets. It matters because it makes these companies more transparent, helping investors make informed decisions and keeping the markets fair.

section 15(d) regulatory

"and the suspension of the Company's reporting obligations under Section 15(d) of the Exchange Act."

Section 15(d) is a U.S. securities law rule that can require a company to keep filing regular public financial reports with regulators after it sells stock in certain offerings, even if it otherwise would stop reporting. Think of it like a store that must continue posting its receipts so buyers can check its health; for investors, it preserves ongoing disclosure and helps them track a company’s finances and risks that might affect the stock.

exchange act regulatory

"under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")."

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CAMBRIDGE, England and FOSHAN, China, Dec. 16, 2025 /PRNewswire/ -- Bright Scholar Education Holdings Limited ("Bright Scholar" or the "Company") (NYSE: BEDU), a global premier education service company, today announced the completion of the merger (the "Merger") of the Company with Bright Education Mergersub Limited ("Merger Sub"), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Excellence Education Investment Limited ("Parent"), a limited liability company organized and existing under the laws of the British Virgin Islands, pursuant to the previously announced Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 13, 2025, by and among the Company, Parent and Merger Sub.

Under the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each American depository share of the Company (each, an "ADS"), representing four Class A ordinary shares of the Company (together with the Class B ordinary shares of the Company, the "Shares"), issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares (as defined in the Merger Agreement), together with the underlying Shares represented by such ADSs, was cancelled in exchange for the right to receive US$2.30 in cash per ADS (less US$5.00 for each 100 ADSs (or portion thereof) cancellation fees), without interest and net of any applicable withholding taxes, and each Share of the Company issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, Shares represented by ADSs and the Dissenting Shares (as defined in the Merger Agreement), was cancelled in exchange for the right to receive US$0.575 in cash per Share without interest and net of any applicable withholding taxes.

Pursuant to the Merger Agreement, at the Effective Time, the Company terminated the 2017 Share Incentive Plan and 2024 Share Incentive Plan adopted by the Company on December 15, 2017 and January 18, 2024, respectively (collectively, the "Company Equity Plan") and any relevant award agreements entered into under the Company Equity Plan.

Pursuant to the Merger Agreement, at the Effective Time, unless otherwise consented to by the holder of such option, each option to purchase Shares granted under the Company Equity Plan in accordance with the terms thereof (each, a "Company Option") that was vested, outstanding and unexercised immediately prior to the Effective Time was cancelled in exchange for an amount of cash equal to (i) the excess, if any, of US$0.575 over the exercise price per Share of such Company Option, multiplied by (ii) the number of Shares underlying such Company Option (assuming such holder exercised such vested Company Option in full immediately prior to the Effective Time); provided that if the exercise price of any such Company Option was equal to or greater than US$0.575, such Company Option was cancelled without any payment therefor; and each Company Option unvested or otherwise not exercisable immediately prior to the Effective Time was cancelled for nil consideration.

As a result of the Merger, Bright Scholar became a wholly owned subsidiary of Parent, and the ADSs of the Company no longer trade on the New York Stock Exchange (the "NYSE").

In connection with the consummation of the Merger, the Company has requested that trading of its ADSs on the NYSE be suspended on [December 16], 2025 (New York time) and that the NYSE file with the Securities and Exchange Commission (the "SEC") a Form 25 relating to the delisting of the Company's ADSs from the NYSE to withdraw the Shares from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to file a Form 15 with the SEC under the Exchange Act, approximately 10 days following the filing of the Form 25, requesting the deregistration of the Company's Shares under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Section 15(d) of the Exchange Act. The Company's obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

About Bright Scholar Education Holdings Limited

Bright Scholar is a premier global education service group. The Company primarily provides quality international education to global students and equips them with the critical academic foundation and skillsets necessary to succeed in the pursuit of higher education.

For more information, please visit: https://ir.brightscholar.com/. 

Safe Harbor Statement

This announcement contains statements that may constitute "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company's business plans and development, which can be identified by terminology such as "may," "will," "expect," "anticipate," "aim," "future," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Bright Scholar may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Bright Scholar's beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: risks and uncertainties discussed in documents filed with the SEC by the Company, including the Schedule 13E-3 transaction statement filed by the Company; the Company's goals and strategies; the Company's future business development, financial condition and results of operations; its ability to provide efficient services and compete effectively; its ability to maintain and enhance the recognition and reputation of its brands; general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law. 

For investor inquiries, please contact:

IR Contact:
Email: BEDU@thepiacentegroup.com
Phone: +86 (10) 6508-0677/ +1-212-481-2050

Media Contact:
Email: media@brightscholar.com

View original content:https://www.prnewswire.com/news-releases/bright-scholar-announces-completion-of-going-private-transaction-302643492.html

SOURCE Bright Scholar Education Holdings Limited

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What cash price did BEDU pay per ADS in the going-private merger?

US$2.30 per ADS, net of a US$5.00 per 100 ADSs cancellation fee and applicable withholding taxes.

How much did BEDU pay per ordinary Share in the merger?

US$0.575 per Share, paid in cash, net of applicable withholding taxes.

Will BEDU shares still trade on the NYSE after December 16, 2025?

No. The ADSs no longer trade on the NYSE and the company requested suspension and delisting.

What happens to BEDU stock options after the merger?

Vested, in-the-money options were cancelled for cash equal to the excess of US$0.575 over the exercise price; unvested options were cancelled for nil.

When will BEDU deregister its shares with the SEC?

The company filed Form 25 and intends to file Form 15; deregistration becomes effective 90 days after Form 25 filing or sooner if SEC allows.

Who owns Bright Scholar after the merger (BEDU)?

Bright Scholar is a wholly owned subsidiary of Excellence Education Investment Limited (Parent) following the merger.