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Chinese Online Dating Platform Operator Jiayuan.com Wins Shareholder Nod for USD 250m Buyout.

M2 EQUITYBITES-December 31, 2015-Chinese Online Dating Platform Operator Jiayuan.com Wins Shareholder Nod for USD 250m Buyout

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31 December 2015 - Shareholders of Chinese online dating platform operator Jiayuan.com International Ltd. (NASDAQ: DATE) have approved an agreement and plan of merger with LoveWorld Inc. and its FutureWorld Inc. subsidiary in a special vote, the company said.

Under the deal, LoveWorld will acquire the company for cash consideration equal to USD 5.04 per ordinary share of the company and USD 7.56 per American depositary share of the company each two ADSs representing three shares.

The deal is worth around USD 250m.

This price represents an approximately 62.9% premium over the closing price of the ADSs as quoted by NASDAQ Global Select Market on March 2, 2015, the last trading day immediately prior to the company's announcement on March 3, 2015 that it had received a "going private" proposal from Vast Profit Holdings Ltd., one of the company's shareholders, and an approximately 58.7% premium over the volume-weighted average trading price of the ADSs during the 30 trading days prior to, and including, March 2, 2015.

The consideration to be paid to holders of shares and ADSs pursuant to the merger agreement also represents an increase of approximately 40.8% from the original USD 3.58 per share and USD 5.37 per ADS offer price included in the March 3, 2015 "going private" proposal.

Barclays Bank PLC is serving as financial advisor to the Special Committee. Davis Polk and Wardwell is serving as US legal advisor to the Special Committee and Walkers is serving as Cayman Islands legal advisor to the Special Committee.

Shearman and Sterling is serving as legal advisor to Barclays Bank PLC.

Paul Hastings LLP is serving as US legal advisor to the company and Zhong Lun Law Firm is serving as PRC legal advisor to the company.

Skadden, Arps, Slate, Meagher and Flom LLP is serving as US legal advisor to Baihe, De Heng Law Offices is serving as PRC legal advisor to Baihe, Conyers Dill and Pearman is serving as Cayman Islands legal advisor to Baihe, and Haitong Security and Shiner Capital are serving as financial advisors to Baihe.

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Date:Dec 31, 2015
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