BEIJING, March 9, 2016 /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 a letter agreement (the "Letter
Agreement") with LoveWorld Inc. ("Parent") and FutureWorld Inc.
("Merger Subsidiary"), a wholly-owned subsidiary of Parent.
At an extraordinary general meeting held on December 29, 2015, the Company's shareholders
voted in favor of the proposal to authorize and approve the
previously announced Agreement and Plan of Merger (the "Merger
Agreement") dated as of December 7,
2015 among the Company, Parent and Merger Sub, pursuant to
which Merger Sub will be merged with and into the Company with the
Company continuing as the surviving company (the "Merger") and to
authorize and approve any and all transactions contemplated by the
Merger Agreement, including the Merger.
Under the terms of the Letter Agreement, the Company consents to
the transfer by Baihe Network Co., Ltd. ("Sponsor") of its 100%
equity interest in Tianjin Baihe Shidai Assets Management Co.,
Ltd., the sole and direct shareholder of Parent, to Tianjin Xingfu
Shidai Enterprise Management Co., Ltd. ("Newco" and such transfer,
the "Parent Transfer"). Sponsor owns 28% of the equity
interests of Newco and the remaining 72% of the equity interests of
Newco are owned by six individuals, each in equal amounts of
12%. In addition, the Company agrees to waive, among other
things, certain obligations of Parent under the Merger Agreement
which are no longer required as a result of the Parent
Transfer.
Subject to the satisfaction or waiver of the conditions set
forth in the Merger Agreement, the parties currently expect to
complete the Merger on or before April 30,
2016, which is the long-stop date under the Merger
Agreement. Upon completion of the Merger, the Company will become a
privately-held company and its American depositary shares ("ADSs"),
every two ADSs representing three ordinary shares, will no longer
be listed on NASDAQ.
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, 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
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
lbergkamp@Christensenir.com
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SOURCE Jiayuan.com International Ltd.
