FOSHAN, China, April 29,
2022 /PRNewswire/ -- 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.
About Bright Scholar Education Holdings Limited
Bright Scholar is a global premier education service company,
which primarily provides quality international education to global
students and equip them with the critical academic foundation and
skillsets necessary to succeed in the pursuit of higher education.
Bright Scholar also complements its international offerings with
Chinese government-mandated curriculum for students who wish to
maintain the option of pursuing higher education in China.
Safe Harbor Statement
This announcement contains 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 can be
identified by terminology such as "may," "will," "expect,"
"anticipate," "aim," "estimate," "intend," "plan," "believe,"
"potential," "continue," "is/are likely to" or other similar
expressions. Such statements are based upon management's current
expectations and current market and operating conditions and relate
to events that involve known or unknown risks, uncertainties and
other factors, all of which are difficult to predict and many of
which are beyond the Company's control, which may cause the
Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements. Further
information regarding these and other risks, uncertainties or
factors is included in the Company's filings with the U.S.
Securities and Exchange Commission. 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 law.
IR Contact:
GCM Strategic
Communications
Email: BEDU.IR@gcm.international
Media Contact:
Email: media@brightscholar.com
Phone: +86-757-6683-2507
Annex A
29 April 2022
The Board of Directors (the "Board")
Bright Scholar Education Holdings Limited (the
"Company")
No.1, Country Garden Road,
Beijiao Town, Shunde District,
Foshan, Guangdong, PRC
Dear Members of the Board:
Ms. Huiyan Yang, chairperson of
the Board, and Ms. Meirong Yang
(collectively, the "Buyer Group", "we" or
"us") are pleased to submit this preliminary non-binding
proposal to acquire all outstanding Class A ordinary shares of the
Company (the "Class A Shares"), including Class A Shares
represented by American depositary shares ("ADSs", each
representing one Class A Share), and Class B ordinary shares of the
Company (together with the Class A Shares, the "Shares"),
that are not already beneficially owned by the Buyer Group in a
going-private transaction (the "Acquisition").
Our proposed purchase price for each Share or ADS is
US$0.83 in cash. We believe that our
proposal provides an attractive opportunity to the Company's
shareholders. This price represents a premium of 44% to the
closing price of the ADS on 28 April,
2022, the last trading day prior to the date hereof and 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.
The Buyer Group currently beneficially owns approximately 78.06%
of all the issued and outstanding Shares of the Company, which
represent approximately 92.52% of the aggregate voting power of the
Company.
The terms and conditions upon which we are prepared to pursue
the Acquisition are set forth below. We are confident in our
ability to consummate an Acquisition outlined in this
letter.
1. Purchase Price. Our proposed
consideration payable for the Shares
and ADSs acquired in the Acquisition is
US$0.83 per Share or per ADS in
cash (in each case other than those Shares
or ADSs beneficially owned by the Buyer
Group).
2. Financing. We intend to
finance the Acquisition with a combination of debt and equity
capital. Equity financing is expected to be provided by the
Buyer Group and from any additional equity investor who may be
admitted to the Buyer Group. Debt financing is expected to be
provided by loans from third party financial institutions. We
are confident that we can timely secure adequate financing to
consummate the Acquisition.
3. Due Diligence. The Buyer
Group and the other parties providing financing will require a
timely opportunity to conduct customary due diligence on the
Company and its subsidiaries. We would like to ask the Board
to accommodate such due diligence request and approve the provision
of confidential information relating to the Company and its
business to possible sources of equity and debt financing subject
to a customary form of confidentiality agreement. We have
engaged Houlihan Lokey (China)
Limited as our financial advisor and
Davis Polk & Wardwell LLP as
our legal counsel. We believe that we will be in a position
to complete customary due diligence for the Acquisition in a timely
manner and in parallel with discussions on the Definitive
Agreements.
4. Definitive Agreement. We are
prepared to promptly negotiate and finalize mutually satisfactory
definitive agreements with respect to the Acquisition (the
"Definitive Agreements") while conducting our
due diligence. We expect that such Definitive Agreements will
provide for representations, warranties, covenants and conditions
which are typical, customary and appropriate for transactions of
this type.
5. Process. We believe that the
Acquisition will provide superior value to the Company's
shareholders. We expect that the Board will establish a
special committee comprised of independent and disinterested
directors of the Company, who will be exclusively authorized to
consider and negotiate with us the proposed Acquisition, including
the Definitive Agreements. In considering this proposal, you
should be aware that we are interested only in pursuing the
Acquisition and we do not intend to sell our stake in the Company
to any third party.
6. Confidentiality. We trust you
will agree with us that it is in all of our mutual interests to
ensure that our discussions relating to the Acquisition proceed in
a strictly confidential manner, unless otherwise required by law,
until we have executed the Definitive Agreements or terminated our
discussions.
7. No Binding Commitment. This
letter is not a binding offer, agreement or agreement to make a
binding offer or agreement at any point in the future. This
letter constitutes only a preliminary indication of our interest,
and does not constitute any binding offer, agreement or commitment
with respect to the Acquisition. Such a binding commitment
will result only from the execution of Definitive Agreements, and
then will be on the terms and conditions provided in such
documentation.
*****
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. Should you have any questions regarding this letter,
please do not hesitate to contact us. We look forward to hearing
from you.
Huiyan Yang
/s/ Huiyan
Yang
Meirong Yang
/s/ Meirong Yang
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SOURCE Bright Scholar Education Holdings Ltd.