SCHEDULE: Bright Scholar Completes Merger, Delists from NYSE

Bright Scholar Education Holdings Limited has completed its merger, becoming a private entity and delisting its ADSs from the New York Stock Exchange.

Summary

• The merger of Bright Scholar Education Holdings Limited became effective on December 16, 2025, resulting in the Issuer becoming a wholly-owned subsidiary of Parent.
• Each Class A and Class B Ordinary Share (excluding certain categories) was cancelled in exchange for US$0.575 in cash per Share.
• Each American Depositary Share (ADS) was cancelled in exchange for US$2.30 in cash per ADS, less US$5.00 for each 100 ADSs in cancellation fees.
• Vested Company Options were cancelled for cash equal to the excess of the Per Share Merger Consideration over the exercise price, multiplied by the number of underlying shares.
• Unvested Company Options were cancelled for nil consideration.
• The ADSs ceased trading on the New York Stock Exchange (NYSE) on December 16, 2025, and are eligible for delisting and termination of registration.
• The Issuer has requested NYSE to suspend trading and file Form 25, and intends to file Form 15 to suspend and terminate its SEC reporting obligations.
• The reporting persons (Excellence Education Investment Limited, Ultimate Wise Group Limited, Noble Pride Global Limited, Yeung Family Trust V, TMF Trust (HK) Limited, Hongru Zhou, Ruolei Niu, Wisdom Avenue Global Limited, and Waterflower Investment Ltd.) ceased to be beneficial owners of more than five percent of the Ordinary Shares as of December 16, 2025.

Sentiment

Score: 6

Explanation: The filing confirms the successful completion of a previously announced merger, leading to the company's privatization and delisting. This is a neutral outcome for the market as it was an expected event, providing a definitive exit for public shareholders.

Positives

• Public shareholders received a defined cash consideration for their shares and ADSs, providing liquidity and a clear exit.
• The company successfully completed its privatization, removing the complexities and costs associated with being a publicly traded entity.

Negatives

• Public shareholders no longer hold an equity interest in Bright Scholar Education Holdings Limited.
• The company's ADSs have ceased trading on the NYSE, removing a public investment option.

Future Outlook

The Issuer will proceed with delisting its ADSs from the NYSE and intends to file Form 15 with the SEC to suspend and ultimately terminate its reporting obligations under the Exchange Act. This will result in the company no longer being subject to public reporting requirements.

Industry Context

This privatization aligns with a broader trend observed in the Chinese education sector, where companies have faced increased regulatory scrutiny and market pressures, leading some to seek private ownership to navigate these challenges or capitalize on perceived undervaluation in public markets.

Corporate Governance

Stakeholder Impact

• Shareholders: Received cash consideration for their shares and ADSs, concluding their investment in the public entity.
• Employees: The filing does not specify direct impacts on employees, but the change in ownership structure may lead to operational or strategic adjustments.
• Company: Now operates as a private entity, free from public reporting requirements and potentially with greater flexibility in strategic decision-making.
• Reporting Persons: Successfully completed their exit from beneficial ownership of the public company.

Next Steps

• The NYSE will file a Form 25 with the SEC to notify of the withdrawal of ADSs from listing and intention to withdraw Shares from registration.
• The Issuer intends to file a Form 15 with the SEC ten days after the NYSE files Form 25, to suspend its reporting obligations and withdraw the registration of Shares.

Key Dates

Recommendation

The company has completed its merger and delisted from the NYSE, with all outstanding shares and ADSs converted into cash. Public shareholders no longer hold equity in the company, making a 'sell' equivalent to the mandatory cash conversion.

Keywords

Bright Scholar, Education, Merger, Delisting, Privatization, NYSE, Schedule 13D, China Education