Zhaopin Signs Merger Agreement
Zhaopin Signs Merger Agreement
Melbourne, April 7, 2017 AEST (ABN Newswire) - SEEK Limited (ASX:SEK) (OTCMKTS:SKLTY) ("SEEK") advises that Zhaopin Limited (NYSE:ZPIN) ("Zhaopin"), its New York Stock Exchange listed subsidiary, announced on April 6, 2017 that it has entered into a definitive agreement and plan of merger ("Merger Agreement"). Copy attached (see the link below).

Pursuant to the Merger Agreement, which is among SEEK International Investments Pty Ltd ("SEEK International") and affiliates of Hillhouse Capital Management ("Hillhouse") and FountainVest Partners ("FountainVest") (collectively the "Buyer Group"), the Buyer Group will acquire all of the outstanding shares of Zhaopin for total consideration equal to US$18.20 per American Depositary Share of the Company ("ADS").

Andrew Bassat, CEO and Co-Founder of SEEK said,

"I am pleased to announce further progress on the Zhaopin privatisation. We are very excited to be partnering with leading Chinese private equity investors Hillhouse and FountainVest who each have strong track records of success in China. We believe that the combination of the strong management team led by Evan Guo, Hillhouse, FountainVest and SEEK will position Zhaopin for long-term success."

Ronnie Fink, Corporate Development Director said,

"SEEK has undertaken an extremely comprehensive and diligent process to find the best partners to support Zhaopin's growth aspirations. We look forward to working with worldclass partners in Hillhouse and FountainVest."

Key highlights include:

- Total consideration of US$18.20 per ADS represents a 14.2% premium over the closing price of US$15.94 per ADS on February 16, 2017, the last trading day prior to the Company's announcement after the close of trading on February 16, 2017 that it was in advanced discussions with the Buyer Group regarding a potential transaction, and a premium of 14.2% and 18.3%, respectively, over Zhaopin's 30- and 60- trading day volume-weighted average price as quoted by the NYSE on and prior to February 16, 2017.

- Consideration will be in the form of a Special Dividend, which will be a minimum US$0.56 and maximum US$2.70 per ADS and an additional cash payment which would result in each ADS holder receiving a total of US$18.20 per ADS. The final amount of the Special Dividend will be announced by the special committee formed by the board of directors (the "Special Committee") in approximately four months.

- Zhaopin's board of directors, acting upon the unanimous recommendation of the Special Committee, have approved the Merger Agreement and resolved to recommend that Zhaopin's shareholders authorise and approve the Merger Agreement.

- The closing of the transaction contemplated under the Merger Agreement is currently expected to occur during the second half of calendar year 2017, and is subject to customary closing conditions including the approval of Zhaopin's shareholders. SEEK International owns approximately 61.2% of the issued and outstanding shares and 74.5% of the outstanding voting power of Zhaopin and has agreed to vote all its shares in favour of the Merger Agreement.

- If completed, the Merger will result in Zhaopin becoming a privately-held company and ADSs will no longer be listed on the NYSE.

As disclosed in our previous announcement, if the Merger is completed, it is expected that SEEK will retain a similar controlling equity interest in the privatised company in line with its current interest.

SEEK will update the market as appropriate.

To view the full release, please visit:

About SEEK Limited

SEEK Limited (ASX:SEK) (OTCMKTS:SKLTY) is a diverse group of companies, comprised of a strong portfolio of online employment, educational, commercial and volunteer businesses. SEEK operates across 18 countries with exposure to over 4 billion people and 28 per cent of GDP. SEEK makes a positive contribution to people's lives on a global scale. SEEK is listed on the Australian Securities Exchange, where it is a top 50 company with a market capitalisation close to A$6billion and has been listed in the Top 20 Most Innovative Companies Globally by Forbes, and Number One in Australia.



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