Bright Scholar Education Holdings Limited (BEDU) has set November 18 2025 as the record date for the dissemination of its Rule 13e‑3 Transaction Statement and final Plan of Merger. The announcement, made on November 20 2025, confirms that holders of the company’s Class A ordinary shares, including American Depositary Shares, and Class B ordinary shares will receive the transaction documents on that date.
The transaction, which was entered into on October 13 2025, will merge BEDU with Excellence Education Investment Limited and its subsidiary Bright Education Mergersub Limited. The merger is structured as a short‑form Cayman Islands‑law transaction, meaning it does not require a shareholder vote as long as every registered shareholder receives a copy of the Plan of Merger. Upon completion, BEDU will be taken private and its shares will be delisted from the New York Stock Exchange.
BEDU’s financial performance in 2024 showed a 2.2 % decline in revenue and a sharp increase in losses, with a diluted earnings‑per‑share of –$4.59 and a profit margin of –60.7 %. The company’s negative cash flow and persistent operating losses underscore the pressure that has driven the decision to go private, allowing management to focus on restructuring without the scrutiny and reporting costs of a public listing.
In addition to the merger, BEDU Acquisition Corp. submitted a non‑binding proposal on November 14 2025 to acquire the company for $3.20 per American Depositary Share—approximately 47 % above the closing price on May 23 2025 and well above the $2.30 cash consideration offered in the merger. The higher bid introduces uncertainty into the privatization process and may influence the final valuation that shareholders receive.
The decision to take BEDU private reflects a strategic effort to address regulatory compliance challenges, reduce reporting burdens, and pursue long‑term growth initiatives. By removing the constraints of public market expectations, the company aims to implement cost‑control measures, streamline operations, and invest in high‑margin educational technology platforms that could unlock value for stakeholders over the long term.
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