Jiayuan Shareholders Accept Baihe Merger Offer


Shareholders of China’s largest dating site, Jiayuan, have accepted the recent merger offer put forward by its main competitor Baihe.

The announcement was made following a general meeting where company shareholders authorised the merger proposal, put forward on 7th December 2015.

Of those holding ordinary shares that were entitled to vote at the meeting, 56.7% were voted in person or by proxy at the meeting.

The proposal won approval from approximately 97.5% of the ordinary share holders present at the meeting.

Under the conditions of the agreement, Jiayuan will be merged with Baihe subsidiaries LoveWorld and FutureWorld.

The merger is expected to close “no later” than the first quarter of 2016, and is subject to the “satisfaction or waiver” of the terms outlined in the agreement. 

Baihe is paying $7.56 per American Depositary Share and $5.04 per ordinary share of the company, which values Jiayuan at $250m.

Jiayuan said this share price is a 62.9% increase from the company’s share price on March 2nd, the day before Jiayuan received a “going private” proposal from Vast Profit Holdings.

In March, Jiayuan’s biggest shareholder, a Caymen Islands-based group called Vast Profit Holdings, put forward a plan to buy the remaining shares of the company.

At the time, Vast Profit said they would buy shares at $5.36 per American Depositary Share, or $3.58 per ordinary share.

They had previously privately agreed to buy over 8m shares — 19.6% of the company’s total outstanding shares — from Aprilsky, a subsidiary owned by Pangu Trust, whose settlor is Jiayuan founder Rose Gong.

After this March offer, a US investment firm called Heng Ren said Vast Profit’s offer “substantially undervalues” the company, and should be raised by 119%.

Heng Ren Managing Partner Peter Halesworth said this was because the offer came “with Jiayuan.com’s stock depressed near a 52-week low after a difficult 2014.”

Once the merger is complete, Jiayuan will become a privately-held company and will no longer be listed on the NASDAQ stock market.

The director and CEO of Jiayuan, Mr. Linguang Wu, will serve as co-chairman and co-CEO of the new company, which will be merged with Future World Inc, and given a new name.