BEIJING, May 14, 2016
/PRNewswire/ -- Jiayuan.com International Ltd. (NASDAQ: DATE)
("Jiayuan" or the "Company"), operator of the largest online dating
platform in China, today announced the completion of the
merger contemplated by the previously announced agreement and plan
of merger, dated December 7, 2015
(the "Merger Agreement"), among the Company, LoveWorld Inc.
("Parent") and FutureWorld Inc. ("Merger Subsidiary"), a
wholly-owned subsidiary of Parent. As a result of the merger, the
Company became a wholly-owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on December 29, 2015, each
outstanding ordinary share of the Company ("Share") has been
cancelled in exchange for the right to receive US$5.04 per Share and each American depositary
share ("ADS"), every two ADSs representing three Shares, has been
cancelled in exchange for the right to receive US$7.56 per ADS (less a US$0.05 per ADS cancellation fee pursuant to the
terms of the ADS deposit agreement), in each case, in cash, without
interest and net of any applicable withholding taxes, except for
the Shares (including Shares represented by ADSs): (a) held by the
Company as treasury shares, (b) held by Citibank, N.A. (the
"Depositary") and reserved for issuance upon the exercise of
options and vesting of restricted shares under the Company's option
plan as well as Shares represented by ADSs previously repurchased
by the Company and (c) owned by shareholders who have validly
exercised and have not effectively withdrawn or lost their
appraisal rights under Section 238 of the Cayman Islands
Companies Law.
Registered shareholders entitled to the merger consideration
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration and should wait to receive the letter of transmittal
before surrendering their share certificates. Payment of the merger
consideration will be made to surrendering ADS holders and holders
of ADSs in uncertificated form as soon as practicable after the
Depositary receives the merger consideration.
The Company also announced today that it requested that trading
of its ADSs on the NASDAQ Global Select Market (the "NASDAQ") be
suspended beginning at the close of business on May 13, 2016. The Company requested that the
NASDAQ file a Form 25 with the Securities and Exchange Commission
(the "SEC") notifying the SEC of the delisting of the Company's
ADSs on the NASDAQ and the deregistration of the Company's
registered securities. The deregistration will become effective in
90 days after the filing of Form 25 or such shorter period as may
be determined by the SEC. The Company intends to suspend its
reporting obligations under the Securities Exchange Act of 1934, as
amended, by filing a Form 15 with the SEC in ten days. The
Company's obligation to furnish to or file with the SEC certain
reports and forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and will
cease once the deregistration becomes effective.
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 and other factors that could cause actual results to
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 ranked
first in terms of number of monthly unique visitors and total time
spent among all online dating websites in China in 2015, according to iResearch. Jiayuan
recorded an average of 5.3 million monthly active user accounts in
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.
