M&A - Bright Scholar Education Holdings Ltd

Form Type: SCHEDULE 13D

Filing Date: 2025-05-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025048034

Filing Summary: On May 26, 2025, a group of entities associated with Bright Scholar Education Holdings Limited, including Excellence Education Investment Limited, Ultimate Wise Group Limited, Noble Pride Global Limited, and others known collectively as the Reporting Persons, submitted a preliminary non-binding proposal to the board of directors for a going-private transaction. The proposal aims to acquire all outstanding Class A Ordinary Shares, including those represented by American Depositary Shares (ADSs), that are not already owned by the Reporting Persons for $0.50 per share (or $2.00 per ADS) in cash. If realized, this acquisition would result in the delisting of ADSs from the New York Stock Exchange and end the Issuer's reporting obligations under the Securities Exchange Act of 1934. The parties emphasized that the proposal does not constitute a binding commitment and a formal agreement is necessary for conclusive action. Additionally, the Reporting Persons aim to conduct customary due diligence and negotiate terms typical of such transactions. The comprehensive ownership structure shows significant voting power held within the controlling entities, with Excellence Education holding about 81.4% of voting rights, followed by Noble Pride Global Limited with approximately 98.3%. For further formalities, references to the proposal are outlined and attached to this Schedule 13D, denoting ongoing investment interests of the Reporting Persons in the Issuer.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025048039

Filing Summary: This document is an amendment to Schedule 13D filed for Bright Scholar Education Holdings Limited by Ms. Huiyan Yang and Sure Brilliant Global Limited. It includes a non-binding proposal submitted on May 26, 2025, by the Reporting Persons together with several other individuals and entities for a going-private transaction. The proposal suggests acquiring all outstanding Class A Ordinary Shares and the corresponding American Depositary Shares for cash at a price of US$0.50 per share (or US$2.00 per ADS). The document outlines that if the acquisition is successful, the shares will cease trading on the New York Stock Exchange and cease periodic reporting obligations under the Securities Exchange Act of 1934. However, it emphasizes that this proposal does not constitute a binding commitment and definitive agreements would be required to finalize the transaction. The Reporting Persons have declared their intentions regarding shares and potential market activities, affirming their investment purposes and possible future actions regarding the shares of the Issuer.