Everybody Loves Languages Execs Lead Buyout to Take Edtech Firm Private

TORONTO, ON – December 24, 2025 – In a significant move that will transform it from a publicly traded entity to a private company, Everybody Loves Languages Corp. (TSX-V: ELL) announced today it has entered into a definitive agreement to be acquired by ELL Ventures Ltd., an entity controlled by its own top executives.

The Toronto-based edtech company, known for its language learning platforms and content development, will be taken private in a cash deal that offers minority shareholders $0.085 for each share they hold. The transaction, led by President and CEO Gali Bar-Ziv and Chief Financial Officer Khurram Qureshi, marks a pivotal moment for the company, shifting its future away from the scrutiny of public markets and placing it firmly in the hands of its current leadership.

The deal is expected to close on or about March 10, 2026, after which Everybody Loves Languages intends to delist from the TSX Venture Exchange, ending its run as a public company.

The Mechanics of the Deal

Under the terms of the business combination agreement dated December 24, 2025, Everybody Loves Languages Corp. (ELLC) and the acquiring firm, ELL Ventures Ltd. (EV), will amalgamate to form a new private corporation, referred to as "Amalco."

Shareholders of ELLC, other than the acquiring entity, will see their common stock converted into redeemable preferred shares of Amalco. These shares will then be immediately redeemed for cash consideration of $0.085 per share. Meanwhile, the shareholders of EV—namely Bar-Ziv and Qureshi—will receive common shares in the new amalgamated company, solidifying their control.

The financing for the buyout is structured through a combination of debt and equity. ELL Ventures has secured a $1.5 million term loan and will be further capitalized by personal contributions from its principals, with Gali Bar-Ziv and Khurram Qureshi collectively investing $930,000.

This move is classified as a "related-party transaction" under Canadian securities regulations, given that the buyers are the company's own senior managers. Bar-Ziv and Qureshi currently own a combined stake of approximately 10% of ELLC's outstanding shares, which will be rolled into their ownership of the new private entity. This classification triggers stringent governance and disclosure requirements designed to protect the interests of minority shareholders.

A Question of Fairness

Whenever a company's management team proposes to buy out the public shareholders, questions of fairness and valuation inevitably arise. To address these inherent conflicts of interest, ELLC's Board of Directors established an Independent Committee of directors to evaluate the offer.

This committee, tasked with representing the interests of the broader shareholder base, engaged MNB Valuation Inc. as an independent valuator to provide a formal valuation of the company. According to the press release, the Independent Committee, after reviewing the valuation report and other factors, unanimously determined that the transaction is "in the best interests of ELLC and is fair, from a financial point of view, to the Minority Shareholders." Following this recommendation, the full board approved the deal, with Bar-Ziv and Qureshi abstaining from the vote.

The $0.085 per share offer represents a premium over the company's valuation at the end of its 2024 fiscal year. Based on public filings, ELLC had a market capitalization of approximately $2.7 million at that time, which, based on its 35.6 million shares outstanding, implied a share price of roughly $0.075. The company reported a net income of $358,794, or $0.01 per share, for the year ended December 31, 2024, giving it a price-to-earnings ratio of about 3.0x. While the offer price provides a modest premium over recent valuations, the ultimate decision on its fairness will rest with the shareholders themselves.

The transaction's completion is contingent on a crucial two-part shareholder vote. It requires approval from at least two-thirds of all shareholders who vote at a special meeting, scheduled for March 2026. Critically, it must also pass a "majority of the minority" vote, meaning a majority of the votes cast by shareholders other than the management group and their related parties must be in favor. This provision serves as a key safeguard, ensuring that the deal cannot be forced through without the consent of the very investors it is buying out.

Beyond the Public Market: A New Strategy for Edtech Innovation?

The decision to go private signals a strategic shift for Everybody Loves Languages. As a private entity, the company will be free from the pressures of quarterly earnings reports and the daily fluctuations of the stock market. This newfound freedom could allow management to pursue a more aggressive, long-term strategy focused on innovation and market expansion.

ELLC operates in the competitive global edtech space, providing a suite of digital and print-based language learning tools. Its technology platform includes SaaS-based solutions, learning management systems, and speech recognition technology, while its Lingo Learning unit co-publishes English language materials in China. The company has also established a notable presence in Latin America.

Operating a public company, particularly a small-cap one, involves significant costs and management attention dedicated to compliance and investor relations. By eliminating these burdens, Bar-Ziv and Qureshi can redirect resources and focus toward core business objectives. This could mean deeper investment in its state-of-the-art technology platform, expanding its content library, or making strategic pushes into new geographic markets without needing to justify every expense to public investors on a quarterly basis.

The move also allows the company to navigate market volatility and invest in longer-term projects that may not yield immediate returns—a difficult proposition for many publicly traded firms. With experienced leaders Gali Bar-Ziv, who holds an MBA from the Schulich School of Business, and Khurram Qureshi, a Chartered Accountant with over two decades of corporate finance experience, at the helm, the privatization appears to be a calculated bet on their ability to unlock greater value outside the public domain.

Consolidation and Control in the Edtech Sphere

The management buyout of Everybody Loves Languages is reflective of a broader trend within the technology and edtech sectors. After periods of rapid, often hype-fueled growth, many industries enter a phase of consolidation and strategic realignment. In this environment, management or founder-led buyouts can become an attractive option, especially for companies whose leaders feel their long-term vision is undervalued or misunderstood by the public market.

For smaller public companies like ELLC, the benefits of being public—such as access to capital and liquidity—can sometimes be outweighed by the costs and constraints. If the market isn't rewarding the company with a strong valuation, leadership may conclude that they are better off executing their strategy in a private setting.

By taking direct control, the leadership team can make bold, sometimes difficult decisions required to compete effectively without the distraction of public market sentiment. This move allows Bar-Ziv and Qureshi to steer the ship through the next phase of the edtech industry's evolution, which demands constant innovation and adaptation. The success of this privatization will ultimately depend on their ability to leverage this new structural agility to drive sustainable growth and solidify Everybody Loves Languages' position in the global learning landscape.

The full details of the transaction and the independent valuation will be mailed to shareholders in a management information circular around February 3, 2026, providing them with the necessary information to cast their decisive votes.