BEIJING, March 3, 2015 /PRNewswire/ — Jiayuan.com International Ltd. ("Jiayuan" or the "Company") (NASDAQ: DATE), operator of the largest online dating platform in China, today announced that its Board of Directors (the "Board") has received a preliminary non-binding proposal letter, dated March 3, 2015 (the "Proposal Letter"), from Vast Profit Holdings Limited ("Vast Profit") that proposes a "going-private" transaction involving the acquisition of all of the outstanding ordinary shares of the Company not already owned by Vast Profit at a price per share of US$3.58, or US$5.37 per American depositary share of the Company, in cash (the "Transaction"). Every two American depositary shares of the Company represent three ordinary shares. Vast Profit completed its acquisition of 8,003,763 ordinary shares of the Company from Aprilsky Ltd. ("Aprilsky") on March 2, 2015. Aprilsky is an indirect, wholly-owned subsidiary of the trustee of the Pangu Trust, an irrevocable trust established under the laws of the British Virgin Islands. Ms. Haiyan Gong is the settlor of the Pangu Trust and Ms. Gong and her family members are the beneficiaries. In addition, according to the Proposal Letter, Vast Profit expects to complete the acquisition of an additional 1,805,126 ordinary shares of the Company by March 15, 2015. A copy of the Proposal Letter is attached hereto as Exhibit A.
The Board is in the process of forming a special committee of independent directors to consider the Transaction.
The Company cautions its shareholders and others considering trading in its securities that the Board has just received the non-binding proposal from Vast Profit and no decisions have been made with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to the Transaction or any other transaction, except as required under applicable law.
In addition, the Company today announced that Ms. Gong resigned from her position as a director of the Company, effective immediately, and will no longer hold the position of Co-Chairman of the Board. Ms. Gong will continue to serve as a consultant to the Company.
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 6.2 million monthly active user accounts in the third quarter of 2014. Every two of Jiayuan’s American depositary shares represent three ordinary shares.
For more information, please visit http://ir.jiayuan.com.
This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Jiayuan may also make written or verbal forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in verbal statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our growth strategies; our future business development, including development of new products and services; our ability to attract and retain users; competition in the Chinese online dating markets; changes in our revenues and certain cost or expense items as a percentage of our revenues; the outcome of any litigation or arbitration; the expected growth of the number of Internet and broadband users in China; Chinese governmental policies relating to the Internet and online dating websites and general economic conditions in China and elsewhere. Further information regarding these and other risks is included in our documents filed with the U.S. Securities and Exchange Commission. Jiayuan does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release is as of the date of the press release, and Jiayuan undertakes no duty to update such information, except as required under applicable law.
For investor and media inquiries, please contact:
Jiayuan.com International Ltd.
+86 (10) 6442-2321
Mr. Christian Arnell
Christensen Investor Relations
Mr. Christian Arnell
Ms. Linda Bergkamp
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