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Jiayuan Announces Completion of Merger

BEIJING, May 14, 2016 /PRNewswire/ -- Jiayuan.com International Ltd. 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previously repurchased by the Company and (c) owned by shareholders who have validly exercised and have not effectively withdrawn or lost...


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