Bright Scholar Education Holdings Limited ("Bright Scholar" or the "Company") (NYSE:BEDU), a global premier education service company, today announced that its board of directors (the "Board") has received a preliminary non-binding proposal letter (the "Proposal") dated April 29, 2022 from its Chairperson of the Board, Ms. Huiyan Yang, and Ms. Meirong Yang (collectively, the "Buyer Group") proposing to acquire all of the outstanding Class A ordinary shares of the Company (the "Class A Shares"), including Class A Shares represented by American depositary shares (the "ADSs," each representing one Class A ordinary share), and Class B ordinary shares of the Company (the "Class B Shares," and together with the Class A Shares, the "Shares") that are not already beneficially owned by the Buyer Group for a purchase price of US$0.83 per Share in cash in a going private transaction (the "Proposed Transaction"), subject to certain conditions. The price represents (i) a premium of 44% to the closing price of the ADS on April 28, 2022, the last trading day prior to the date of the Proposal and (ii) a premium of 34% and 26% to the volume-weighted average closing price of the ADSs during the last 30 and 60 trading days, respectively. A copy of the Proposal is attached hereto as Annex A.
According to the Proposal, the Proposed Transaction is intended to be financed with a combination of debt and equity capital, where equity capital is expected to be provided by the Buyer Group and any additional equity investor who may be admitted to the Buyer Group, and debt financing is expected to be provided by loans from third party financial institutions.
The Board intends to form a special committee consisting of independent and disinterested directors to consider the Proposal. The Board expects that the special committee will retain independent advisors, including independent financial and legal advisors, to assist it in this process.
The Board cautions the Company's shareholders and others considering trading the Company's securities that the Board has just received the Proposal and has not had an opportunity to carefully review and evaluate the Proposal or make any decision with respect to the Company's response to the Proposal. There can be no assurance that any definitive offer will be made, that any definitive agreement will be executed relating to the Proposed Transaction or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.