Investigation Overview
December 11, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Jiayuan.com International Ltd (NASDAQ:DATE), was announced concerning whether the takeover of Jiayuan.com International Ltd. is unfair to NASDAQ:DATE stockholders.
The investigation by a law firm concerns whether certain officers and directors of Jiayuan.com International Ltd breached their fiduciary duties owed to NASDAQ:DATE investors in connection with the proposed acquisition.
On December 7, 2015, Jiayuan.com International Ltd (NASDAQ:DATE) announced that it has entered into an agreement and plan of merger with LoveWorld Inc. ('Parent') and FutureWorld Inc. ('Merger Subsidiary'), a wholly-owned subsidiary of LoveWorld Inc. Pursuant to the Merger Agreement, LoveWorld Inc will acquire Jiayuan.com International Ltd for cash consideration equal to US$5.04 per ordinary share of the Company (each, a 'Share') and US$7.56 per American depositary share of Jiayuan.com International Ltd (NASDAQ:DATE) ('ADS'), each two ADSs representing three Shares.
However, given that at least one analyst has set the high target price for NASDAQ: DATE shares at $8.00 per share and given that NASDAQ: DATE reached in the open market in May 2015 as high as $9.28 per share, the investigation concerns whether the offer is unfair to NASDAQ:DATE stockholders. More specifically, the investigation concerns whether the Jiayuan.com International Ltd Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.