Everybody Loves Languages plans move off public markets in ELL Ventures deal
Language learning platform Everybody Loves Languages has agreed to a business combination that would see the company acquired by an entity controlled by its senior executives and delisted from the TSX Venture Exchange.
Everybody Loves Languages has agreed to a business combination that would see the EdTech company taken private under a deal with ELL Ventures Ltd.
If completed, the move would end the company’s listing on the TSX Venture Exchange and shift it away from public market reporting as it looks to operate with greater flexibility.
Under the agreement signed on December 24, 2025, shareholders of Everybody Loves Languages who are not part of ELL Ventures will receive $0.085 in cash for each share they own. The transaction is structured as an amalgamation, with both companies combining into a new entity and minority shareholders paid out immediately.
Following completion, Everybody Loves Languages plans to delist from the TSX Venture Exchange and continue operating as a privately held company. The deal is expected to close on or around March 10, 2026, subject to regulatory and shareholder approval.
Executive-led structure triggers independent review
ELL Ventures is controlled by Gali Bar-Ziv, president and CEO of Everybody Loves Languages, and Khurram Qureshi, the company’s chief financial officer. Because senior executives are involved on both sides of the transaction, the deal is classed as a related party transaction under Canadian securities rules.
An independent committee of directors was formed to assess the proposal and oversee negotiations. The committee commissioned an external valuation from MNB Valuation Inc. and concluded the transaction is fair to minority shareholders from a financial perspective. Executives connected to ELL Ventures declared their interests and did not participate in the board vote.
If the transaction proceeds, Everybody Loves Languages will no longer be subject to the costs and disclosure requirements associated with being a publicly listed company. The business operates digital and print-based language learning products through its Everybody Loves Languages and Lingo Learning units, with activity across several international markets.
Management materials outlining the transaction are expected to be issued in early February 2026, ahead of a shareholder vote scheduled for early March.
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