BEIJING, Dec. 8, 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 called an extraordinary general meeting of
shareholders (the "EGM"), to be held on December 29, 2015 at 10:00
a.m. (Hong Kong time). The
meeting will be held at the offices of Paul Hastings LLP, 22/F Bank
of China Tower, 1 Garden Road, Central, Hong Kong, to consider and vote on, among
other things, 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, LoveWorld Inc. ("Parent") and FutureWorld Inc., a
wholly-owned subsidiary of Parent ("Merger Sub"), the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands, substantially in
the form attached as Annex A to the Merger Agreement (the "Plan of
Merger"), and the transactions contemplated thereby (the
"Transactions"), including the Merger (as defined below).
Pursuant to the Merger Agreement, Merger Sub will be merged with
and into the Company, with the Company continuing as the surviving
company after the merger (the "Merger"). If completed, the Company
will continue its operations as a privately-held company and, as a
result of the Merger, the American depositary shares (the "ADSs"),
every two ADSs representing three ordinary shares of the Company,
will no longer be listed on the NASDAQ Global Select Market and the
American depositary shares program for the ADSs will terminate. The
Company's board of directors, acting upon the unanimous
recommendation of the special committee of the board of directors,
authorized and approved the Merger Agreement, the Plan of Merger
and the transactions contemplated thereby, and resolved to
recommend that the Company's shareholders and ADS holders vote for,
among other things, the proposal to authorize and approve the
Merger Agreement, the Plan of Merger and the transactions
contemplated thereby.
Shareholders of record as of the close of business in the
Cayman Islands on December 17, 2015 will be entitled to vote at the
EGM. The record date for ADS holders entitled to instruct Citibank,
N.A., the ADS depositary, to vote the shares represented by the
ADSs is the close of business in New York
City on December 8, 2015.
Additional information regarding the EGM and the Merger Agreement
can be found in the proxy statement, which can be obtained from the
SEC's website (http://www.sec.gov). INVESTORS AND SHAREHOLDERS
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE PROXY
MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC,
AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER
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 materials filed or furnished to the SEC
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
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
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.
