BEIJING, April 6, 2017 /PRNewswire/ -- Zhaopin Limited
(NYSE: ZPIN) ("Zhaopin" or the "Company"), a leading career
platform[1] in China focused on connecting users with
relevant job opportunities throughout their career lifecycle, today
announced that it has entered into a definitive Agreement and Plan
of Merger (the "Merger Agreement") with SEEK International
Investments Pty Ltd. ("SEEK International"), the current
controlling shareholder of the Company, and Zebra Mergerco, Ltd.
("Merger Company"), a Cayman
Islands exempted company incorporated by an affiliate of
Hillhouse Capital Management, Ltd., ("Hillhouse Capital
Management") and an affiliate of FountainVest Partners (together
with SEEK International and Hillhouse Capital Management, the
"Buyer Group").
Pursuant to the Merger Agreement, the Buyer Group will acquire
all of the outstanding shares of the Company for cash
consideration, that together with the amount of the Special
Dividend (as discussed below) will equal US$9.10 per ordinary share of the Company
(each, a "Share") and US$18.20 per American Depositary
Share of the Company, each representing two Shares (each, an
"ADS"). This represents a 14.2% premium over the closing price
of US$15.94 per ADS as quoted by the New York Stock
Exchange (the "NYSE") on February 16, 2017, the last trading
day prior to the Company's announcement after the close of trading
on February 16, 2017 that it was in advanced discussions with
the Buyer Group regarding a potential transaction, and a premium of
14.2% and 18.3%, respectively, over the Company's 30- and 60-
trading day volume-weighted average price as quoted by the NYSE on
and prior to February 16, 2017.
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the merger (the "Effective Time"),
Merger Company will merge with and into the Company, with the
Company surviving the merger as the surviving company (the
"Surviving Company") under Cayman
Islands law (the "Merger"). In the Merger, each Share
issued and outstanding immediately prior to the Effective Time,
will be cancelled and cease to exist in consideration for the right
to receive the merger consideration that together with the amount
of the Special Dividend will equal US$9.10 in cash, without interest, and each ADS
will be cancelled in consideration for the right to receive the
merger consideration that together with the amount of the Special
Dividend will equal US$18.20 in cash, without interest. The
foregoing excludes (i) certain Shares (the "Continuing
Shares") held by SEEK International which will remain outstanding
as ordinary shares of the Surviving Company, (ii) Shares (including
Shares represented by ADSs) held by the Company or its
subsidiaries which will be cancelled without payment of any
consideration therefor, and (iii) Shares held 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 will be cancelled at the Effective Time
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.
Holders of Shares and ADSs as of immediately prior to the
Effective Time will be entitled to receive a cash special dividend,
which, will be a minimum US$0.28 and
maximum US$1.35 per Share
(corresponding with a minimum US$0.56
and maximum US$2.70 per ADS), which
will be paid to such shareholders and ADS holders as promptly as
practicable following the Effective Time (the "Special Dividend").
In addition to the Special Dividend, Holders of Shares and ADSs as
of immediately prior to the Effective Time will be entitled to
receive cash consideration per Share and per ADS in an amount that
would result in each holder of Shares and ADSs of record as of
immediately prior to the Effective Time receiving a total of
US$9.10 per Share and US$18.20 per ADS, respectively, in connection
with the Merger after taking into account the final amount of the
Special Dividend.
The final amount of the Special Dividend will be determined by
the Company's board of directors based on the amount of funds
legally available to distribute to the Company's shareholders
following the Company's receipt of proceeds from its operating
companies in the PRC and is expected to be announced in
approximately four months.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee formed by the board of
directors (the "Special Committee"), approved the Merger Agreement
and the transactions contemplated by the Merger Agreement,
including the Merger, and resolved to recommend that the Company's
shareholders authorize and approve the Merger Agreement and the
transactions contemplated by the Merger Agreement, including the
Merger. The Special Committee, which consists of Peter Andrew Schloss and Alex Chit Ho, two
independent directors of the Company who are unaffiliated with any
member of the Buyer Group or management of the Company, exclusively
negotiated the terms of the Merger Agreement with the Buyer Group
with the assistance of its independent financial and legal
advisors.
The Buyer Group intends to fund the Merger through a combination
of cash contributions from affiliates of members of the Buyer Group
pursuant to equity commitment letters, and cash in the Company and
its subsidiaries.
The closing of the Merger is currently expected to occur during
the second half of 2017, and is subject to customary closing
conditions, including the approval by an affirmative vote of
holders of Shares representing at least two-thirds of the Shares
present and voting in person or by proxy as a single class at a
meeting of the Company's shareholders, which will be convened for
the purpose of voting upon the authorization and approval of the
Merger Agreement and the transactions contemplated by the Merger
Agreement, including the Merger, and the other closing conditions
specified in the Merger Agreement.
As of the date of the Merger Agreement, SEEK International
beneficially owns in aggregate approximately 61.2% of the issued
and outstanding Shares and 74.5% of the outstanding voting power of
the Company. Pursuant to a support agreement between SEEK
International and Merger Company, SEEK International has agreed to
vote all its Shares in favour of the authorization and approval of
the Merger Agreement and the transactions contemplated by the
Merger Agreement, including the Merger.
If completed, the Merger will result in the Company becoming a
privately-held company and ADSs will no longer be listed on the
NYSE.
The Company and certain other participants in the Transactions
will prepare and file with the U.S. Securities and Exchange
Commission (the "SEC") a Schedule 13E-3 transaction statement,
which will include a proxy statement of the Company. The Schedule
13E-3 will include a description of the Merger Agreement and
contain other important information about the Merger, the Company
and the other participants in the Merger.
Duff & Phelps, LLC is serving as the financial advisor to
the Special Committee, Fenwick & West LLP is serving as U.S.
legal counsel to the Special Committee, Zhong Lun Law Firm is
serving as PRC legal counsel to the Special Committee, Maples and
Calder is serving as Cayman
Islands legal counsel to the Special Committee and the
Company, and Shearman & Sterling LLP is serving as U.S. legal
counsel to the Company.
O'Melveny and Myers LLP is serving as U.S. legal counsel to SEEK
International, Weil, Gotshal & Manges LLP is serving as U.S.
legal counsel to Hillhouse Capital Management, King & Wood
Mallesons is serving as PRC legal counsel to SEEK International,
and Walkers is serving as Cayman
Islands legal counsel to the Buyer Group.
Additional Information about the Transaction
The Company will furnish to the SEC a report on Form 6-K
regarding the proposed transactions described in this announcement,
which will include as an exhibit thereto the Merger Agreement. All
parties desiring details regarding the transactions contemplated by
the Merger Agreement, including the Merger, are urged to review
these documents, which will be available at the SEC's website
(http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the Merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the proxy statement. These documents will be filed with or
furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS 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 CONTEMPLATED BY THE MERGER AGREEMENT AND RELATED
MATTERS. In addition to receiving the proxy statement and Schedule
13E-3 transaction statement by mail, shareholders also will be able
to obtain these documents, as well as other filings containing
information about the Company, the Merger 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.
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
shareholders with respect to the Merger. Information regarding the
persons or entities who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the Merger
when it is filed with the SEC. Information regarding certain of
these persons and their beneficial ownership of the Company's
ordinary shares as of August 31, 2016
is also set forth in the Company's Form 20-F, which was filed with
the SEC on October 13, 2016.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
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 Merger proceed.
About Zhaopin Limited
Zhaopin is a leading career platform in China, focusing on connecting users with
relevant job opportunities throughout their career lifecycle. The
Company's zhaopin.com website is the most popular career platform
in China as measured by average
daily unique visitors in each of the 12 months ended December 31, 2016, number of registered users as
of December 31, 2016 and number of
unique customers[2] for the three months ended
December 31, 2016. The Company's over
129.5 million registered users include diverse and educated job
seekers who are at various stages of their careers and are in
demand by employers as a result of the general shortage of skilled
and educated workers in China. In
the fiscal year ended June 30, 2016,
approximately 36.9 million job postings[3] were
placed on Zhaopin's platform by 509,813 unique customers including
multinational corporations, small and medium-sized enterprises and
state-owned entities. The quality and quantity of Zhaopin's users
and the resumes in the Company's database attract an increasing
number of customers. This in turn leads to more users turning to
Zhaopin as their primary recruitment and career-related services
provider, creating strong network effects and significant entry
barriers for potential competitors. For more information, please
visit http://www.zhaopin.com.
About SEEK
SEEK is a diverse group of companies that has a unified purpose
to help people live more fulfilling and productive working lives
and to help organizations succeed. Commencing in Australia in 1998, the SEEK Group has grown
its operations into a global network, now operating a portfolio of
the world's leading online employment marketplaces and related
education businesses.
About Hillhouse
Hillhouse Capital Management was founded in
2005. Hillhouse takes a long-term approach to investing
and actively engages with entrepreneurs to build franchise value
and access growth in Asia.
Independent proprietary research is key to its investment process.
Hillhouse focuses primarily on the consumer, TMT, healthcare and
financials and business services sectors. Hillhouse currently
manages over $20 billion for global
institutions including university endowments, foundations,
sovereign funds, family offices, and pensions.
About FountainVest
FountainVest is a leading China-focused private equity
firm. FountainVest focuses on long term oriented investments
and targets high growth industry leaders in media and
entertainment, consumer retail, internet, healthcare and
industrials. FountainVest works closely with management teams to
create value in the areas of strategy, operations, industry
consolidation, capital markets and governance.
Safe Harbor
This news release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. These forward-looking statements can be identified by
terminology such as "if," "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar
statements. Forward-looking statements involve risks, uncertainties
and other factors that could cause actual results to differ
materially from those contained in any such statements. Potential
risks and uncertainties include, but are not limited to,
uncertainties as to the expected benefits and costs of the proposed
Merger; the expected timing of the completion of the Merger; the
parties' ability to complete the Merger considering the various
closing conditions, including any conditions related to regulatory
approvals; the possibility that various closing conditions to the
Merger may not be satisfied or waived; how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made and other risks and
uncertainties discussed in the Company's filings with the U.S.
Securities and Exchange Commission, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company in connection with the Merger. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
For more information, please contact:
Zhaopin Limited
Ms. Daisy Wang
Investor Relations
(86-10) 5863 5888 ext. 68346
ir@zhaopin.com.cn
[1]
Zhaopin's website is the most popular career platform in China as
measured by average daily unique visitors in each of the 12 months
ended December 31, 2016, the number of registered users as of
December 31, 2016 and the number of unique customers for the three
months ended December 31, 2016.
|
[2] A
"unique customer" refers to a customer that purchases the Company's
online recruitment services in during a specified period. Zhaopin
makes adjustments for multiple purchases by the same customer to
avoid double counting. Each customer is assigned a unique
identification number in the Company's information management
system. Affiliates and branches of a given customer may, under
certain circumstances, be counted as separate unique
customers.
|
[3]
Zhaopin calculates the number of job postings by counting the
number of newly placed job postings during each respective period.
Job postings that were placed prior to a specified period – even if
available during such period – are not counted as job postings for
such period. Any particular job posting placed on the Company's
website may include more than one job opening or
position.
|
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SOURCE Zhaopin Limited