BEIJING, June 19, 2017 /PRNewswire/ -- Zhaopin Limited
(NYSE: ZPIN) ("Zhaopin" or the "Company"), a leading career
platform1 in China
focused on connecting users with relevant job opportunities through
their career lifecycle, today announced that the final amount of
the Special Dividend (as defined in and determined pursuant to the
Merger Agreement as discussed below) was determined to be
US$0.94 per ordinary share (each, a
"Share"), or US$1.88 per American
Depositary Share, each representing two Class A ordinary shares
(each, an "ADS").
As previously announced, on April 6,
2017 the Company entered into a definitive Agreement and
Plan of Merger (the "Merger Agreement") with SEEK International
Investments Pty Ltd. ("SEEK International"), the current
controlling shareholder of the Company, and Zebra Mergerco, Ltd.
("Merger Company"), a Cayman
Islands exempted company incorporated by an affiliate of
Hillhouse Capital Management, Ltd. and an affiliate of FountainVest
Partners, pursuant to which, Merger Company will merge with and
into the Company, with the Company surviving the merger as the
surviving company (the "Surviving Company") under Cayman Islands law (the "Merger").
Concurrently with the execution of the Merger Agreement, the
Company's board of directors resolved to declare a cash special
dividend (the "Special Dividend") of an amount not less than
US$0.28 and not more than
US$1.35 per Share (corresponding with
a minimum of US$0.56 and maximum of
US$2.70 per ADS) to holders of record
of issued and outstanding Shares and ADSs as of immediately prior
to the effective time of the Merger (the "Effective Time").
Today, the Company declared the final amount of the Special
Dividend as US$0.94 per Share
(corresponding with US$1.88 per ADS),
which was determined in accordance with the Merger Agreement.
Payment of the Special Dividend is conditioned upon the
consummation of the Merger and is to be made by the Company as soon
as practicable (and no later than three business days) following
the Effective Time. Only holders of record of Shares and ADSs as of
immediately prior to the Effective Time will be entitled to receive
the Special Dividend in respect of their Shares and ADSs, as
applicable.
In addition to the Special Dividend, if the Merger is completed,
each holder of Shares and/or ADSs as of immediately prior to the
Effective Time will be entitled to receive consideration (a) of an
amount per Share which, together with the US$0.94 per Share amount of the Special Dividend,
will result in holders of Shares immediately prior to the Effective
Time being entitled to receive a total of US$9.10 in cash per Share, and (b) of an amount
per ADS which, together with the US$1.88 per ADS amount of the Special Dividend,
will result in holders of ADSs immediately prior to the Effective
Time being entitled to receive a total of US$18.20 in cash per ADS, in each case, in
connection with the Merger, in cash, without interest and net of
any applicable withholding taxes, and in the case of ADSs, net of
the cancellation fees of US$0.05 per
ADS pursuant to the terms of the Deposit Agreement, dated as of
June 11, 2014, among the Company,
JPMorgan Chase Bank, N.A., in its capacity as the ADS depositary
(the "ADS Depositary"), and the holders and beneficial owners of
ADSs issued thereunder (the "Deposit Agreement").
At the Effective Time, the Special Dividend will be paid to the
ADS Depositary, in its capacity as the depositary of our ADS
program and the record holder of the Shares underlying our ADSs, in
U.S. dollars, and the ADS Depositary will then distribute the
applicable amounts in U.S. dollars to the holders of ADSs according
to the terms of the Deposit Agreement, less the fees and expenses
(if any) payable thereunder.
Additional Information about the Transaction
On April 6, 2017, the Company
furnished to the SEC a report on Form 6-K which included as an
exhibit thereto the Merger Agreement. All parties desiring details
regarding the transactions contemplated by the Merger Agreement,
including the Merger, are urged to review the Merger Agreement,
which is available at the SEC's website
(http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the Merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the proxy statement. These documents will be filed with or
furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND RELATED
MATTERS. In addition to receiving the proxy statement and Schedule
13E-3 transaction statement by mail, shareholders also will be able
to obtain these documents, as well as other filings containing
information about the Company, the Merger 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.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from
shareholders with respect to the Merger. Information regarding the
persons or entities who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the Merger
when it is filed with the SEC. Information regarding certain of
these persons and their beneficial ownership of the Company's
ordinary shares as of August 31, 2016
is also set forth in the Company's Form 20-F, which was filed with
the SEC on October 13, 2016.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
with the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the Merger proceed.
About Zhaopin Limited
Zhaopin is a leading career platform in China, focusing on connecting users with
relevant job opportunities throughout their career lifecycle. The
Company's zhaopin.com website is the most popular career platform
in China as measured by average
daily unique visitors in each of the 12 months ended March 31, 2017, number of registered users as of
March 31, 2017 and number of unique
customers2 for the three
months ended March 31, 2017. The
Company's over 135.0 million registered users include diverse and
educated job seekers who are at various stages of their careers and
are in demand by employers as a result of the general shortage of
skilled and educated workers in China. In the fiscal year ended June 30, 2016, approximately 36.9 million job
postings3 were placed on
Zhaopin's platform by 509,813 unique customers including
multinational corporations, small and medium-sized enterprises and
state-owned entities. The quality and quantity of Zhaopin's users
and the resumes in the Company's database attract an increasing
number of customers. This in turn leads to more users turning to
Zhaopin as their primary recruitment and career- related services
provider, creating strong network effects and significant entry
barriers for potential competitors. For more information, please
visit http://www.zhaopin.com.
Safe Harbor Statements
This news release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. These forward-looking statements can be identified by
terminology such as "if," "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar
statements. Forward-looking statements involve risks, uncertainties
and other factors that could cause actual results to differ
materially from those contained in any such statements. Potential
risks and uncertainties include, but are not limited to,
uncertainties as to the expected benefits and costs of the proposed
Merger; the expected timing of the completion of the Merger; the
parties' ability to complete the Merger considering the various
closing conditions, including any conditions related to regulatory
approvals; the possibility that various closing conditions to the
Merger may not be satisfied or waived; how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made and other risks and
uncertainties discussed in the Company's filings with the U.S.
Securities and Exchange Commission, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company in connection with the Merger. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
1 Zhaopin's website
is the most popular career platform in China as measured by average
daily unique visitors in each of the 12 months ended March
31, 2017, the number of registered users as of March 31, 2017 and
the number of unique customers for the three months ended March 31,
2017.
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2 A "unique
customer" refers to a customer that purchases the Company's online
recruitment services during a specified period. Zhaopin makes
adjustments for multiple purchases by the same customer to avoid
double counting. Each customer is assigned a unique identification
number in the Company's information management system. Affiliates
and branches of a given customer may, under certain circumstances,
be counted as separate unique customers.
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3 Zhaopin
calculates the number of job postings by counting the number of
newly placed job postings during each respective period. Job
postings that were placed prior to a specified period - even if
available during such period - are not counted as job postings for
such period. Any particular job posting placed on the Company's
website may include more than one job opening or
position.
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For more information, please contact:
Zhaopin Limited
Ms. Daisy Wang
Investor Relations
(86-10) 5863 5888 ext. 68346
ir@zhaopin.com.cn
Christensen
In China
Mr. Christian Arnell
Phone: +86-10-5900-1548
E-mail: carnell@christensenir.com
In U.S.
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@christensenir.com
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SOURCE Zhaopin Limited