BEIJING, Dec. 7, 2015 /PRNewswire/ -- Jiayuan.com
International Ltd. (NASDAQ: DATE) ("Jiayuan" or the "Company"),
operator of the largest online dating platform in China, today
announced that it has entered into an agreement and plan of merger
(the "Merger Agreement") with LoveWorld Inc. ("Parent") and
FutureWorld Inc. ("Merger Subsidiary"), a wholly-owned subsidiary
of Parent. Parent and Merger Subsidiary are indirect,
wholly-owned subsidiaries of Baihe Network Co., Ltd. ("Baihe"), a
joint-stock company listed on the National Equities Exchange and
Quotations of the PRC.
Pursuant to the Merger Agreement, Parent will acquire the
Company for cash consideration equal to US$5.04 per ordinary share of the Company (each,
a "Share") and US$7.56 per American
depositary share of the Company ("ADS"), each two ADSs representing
three Shares. This price represents an approximately 62.9% premium
over the closing price of the ADSs as quoted by NASDAQ Global
Select Market ("NASDAQ") on March 2,
2015, the last trading day immediately prior to the
Company's announcement on March 3,
2015 that it had received a "going private" proposal from
Vast Profit Holdings Limited, one of the Company's shareholders,
and an approximately 58.7% premium over the volume-weighted average
trading price of the ADSs during the 30 trading days prior to, and
including, March 2, 2015.
The consideration to be paid to holders of Shares and ADSs
pursuant to the Merger Agreement also represents an increase of
approximately 40.8% from the original US$3.58 per Share and US$5.37 per ADS offer price included in the
March 3, 2015 "going private"
proposal.
Subject to the terms and conditions set forth in the Merger
Agreement, Merger Subsidiary will merge with and into the Company,
with the Company continuing as the surviving company (the
"Surviving Company") and becoming a wholly owned subsidiary of
Parent (the "Merger"), and each of the Shares issued and
outstanding immediately prior to the effective time of the Merger
(including Shares represented by ADSs) will be cancelled in
consideration for the right to receive US$5.04 per Share or US$7.56 per ADS, in each case, in cash, without
interest, except for Shares owned by holders who have validly
exercised and not effectively withdrawn or lost their rights to
dissent from the Merger pursuant to Section 238 of the Companies
Law of the Cayman Islands, which
Shares will be cancelled at the effective time of the Merger for
the right to receive the fair value of such Shares determined in
accordance with the provisions of Section 238 of the Companies Law
of the Cayman Islands.
In connection with the entry into the Merger Agreement, Baihe
has deposited a cash amount equal to RMB 150,000,000 with the
Company, which would be utilized to fund a portion of the merger
consideration. Baihe intends to fund the remainder of the
merger consideration through a private placement of its shares, or
a bank loan as an alternative. Baihe has also entered into a
guarantee in favor of the Company pursuant to which it has agreed
to guarantee the obligations of Parent and Merger Subsidiary under
the Merger Agreement.
The Company's Board of Directors, acting upon the unanimous
recommendation of the special committee of independent directors
formed by the Board of Directors (the "Special Committee"),
unanimously approved the Merger Agreement, the plan of merger
required to be filed with the Registrar of Companies of the
Cayman Islands in connection with
the Merger and the transactions contemplated thereby (the
"Transactions"), including the Merger, and resolved to recommend
that the Company's shareholders vote to approve the Agreement and
the Transactions, including the Merger. The Special
Committee, which is composed entirely of independent directors who
are unaffiliated with Parent, Merger Subsidiary, Baihe or the
management of the Company, exclusively negotiated the terms of the
Agreement with Parent, Merger Subsidiary and Baihe with the
assistance of its independent financial and legal advisors.
The Merger, which is currently expected to close no later than
the first quarter of 2016, is subject to customary closing
conditions, including the approval by an affirmative vote of
shareholders holding two-thirds or more of the votes represented by
the Shares (including Shares represented by ADSs) present and
voting in person or by proxy as a single class at the extraordinary
general meeting, which will be convened to consider the approval of
the Agreement and the Transactions, including the Merger. If
completed, the Transactions will result in the Company becoming a
privately-held company and its ADSs will no longer be listed on
NASDAQ.
After the Merger is completed, Mr. Linguang Wu, director and
chief executive officer of the Company, will serve as co-chairman
and co-chief executive officer of the Surviving Company, and Baihe
will initiate its name changing process.
Barclays Bank PLC is serving as financial advisor to the Special
Committee. Davis Polk & Wardwell is serving as U.S. legal
advisor to the Special Committee and Walkers is serving as
Cayman Islands legal advisor to
the Special Committee. Shearman & Sterling is serving as legal
advisor to Barclays Bank PLC.
Paul Hastings LLP is serving as U.S. legal advisor to the
Company and Zhong Lun Law Firm is serving as PRC legal advisor to
the Company.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as
U.S. legal advisor to Baihe, De Heng Law Offices is serving as PRC
legal advisor to Baihe, Conyers Dill
& Pearman is serving as Cayman
Islands legal advisor to Baihe, and Haitong Security and
Shiner Capital are serving as financial advisors to Baihe.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the
Transactions, which will include the Merger Agreement. All parties
desiring details regarding the Transactions are urged to review
these documents, which are available at the SEC's website
(http://www.sec.gov).
In connection with the Transactions, the Company will prepare
and mail a proxy statement to its shareholders. The proxy
statement will be filed with or furnished to the SEC. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE
PROXY STATEMENT AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE TRANSACTIONS AND RELATED
MATTERS. In addition to receiving the proxy statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
Transactions and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition,
these documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Jiayuan.com International Ltd.
15th Floor, Anhua Development Building
No. 35 Anding Road
Chaoyang District, Beijing
People's Republic of China
Tel: +86 10 6442-2321
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the Transactions. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
relating to the Transaction when it is furnished with the
SEC. Additional information regarding the interests of such
potential participants will be included in the proxy statement and
the other relevant documents filed or furnished with the SEC when
they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the Transactions proceed.
SAFE HARBOR: FORWARD-LOOKING STATEMENTS
Certain statements in this press release include forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
can be identified by the use of forward-looking terminology, such
as "may," "will," "expect," "intend," "estimate," "anticipate,"
"believe," "project" or "continue" or the negative thereof or other
similar words. All forward-looking statements involve risks and
uncertainties, including, but not limited to, how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the possibility
that various closing conditions for the transaction may not be
satisfied or waived; and other risks and uncertainties discussed in
documents filed with the SEC by the Company, as well as the proxy
statement to be furnished by the Company. Actual results may differ
materially from those discussed in, or implied by, the
forward-looking statements. The forward-looking statements speak
only as of the date of this release and the Company assumes no duty
to update them to reflect new, changing or unanticipated events or
circumstances.
ABOUT JIAYUAN
Jiayuan.com International Ltd. ("Jiayuan") (NASDAQ: DATE)
operates the largest online dating platform in China. Jiayuan is committed to providing a
trusted, effective, and user-focused online dating platform that
addresses the dating and marriage needs of China's rapidly growing urban singles
population. As a pioneer in China's online dating market, Jiayuan ranks
first in terms of number of unique visitors, average time spent per
user and average page views per user among all online dating
websites in China in 2014,
according to iResearch. Jiayuan recorded an average of 5.3 million
monthly active user accounts in the third quarter of 2015. Every
two of Jiayuan's American depositary shares represent three
ordinary shares.
For more information, please visit http://ir.jiayuan.com.
Contacts:
China
Sonora Ma
Jiayuan.com International Ltd.
+86 (10) 6442-2321
ir@jiayuan.com
Mr. Christian Arnell
Christensen Investor Relations
+86-10-5900-1548
carnell@christensenir.com
United States
Ms. Linda Bergkamp
Christensen Investor Relations Group
+1-480-614-3004
Email: lbergkamp@Christensenir.com
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SOURCE Jiayuan.com International Ltd.
