China-based job board and HR resource services provider 51job Inc. announced that its shareholders voted in favour of, among other things, the proposal to authorize and approve the previously announced amended merger agreement between 51job and Garnet Faith Limited.

The group originally announced its Plan of Merger on 21 June 2021 with Garnet Faith Limited. On 1 March 2022, 51job entered into a revised merger agreement with Garnet Faith which reduced the original merger consideration from USD 79.05 in cash per common share to USD 57.25 in cash per common share.

The rationale given for the lower offer was “in light of the widely-publicised recent legislative and regulatory developments in the People’s Republic of China surrounding national security, cybersecurity, and data security, and in order to increase the certainty of closing the transaction on a timely basis in compliance with all applicable PRC laws.”

In the revised merger agreement, Garnet Faith will merge with and into 51job with 51job being the surviving company. The transaction implies an equity value of 51job of approximately USD 4.3 billion in which the company will be acquired by a consortium of investors.

Approximately 76% of the company’s total outstanding common shares, including common shares represented by the company’s American depositary shares, voted in person or by proxy at the extraordinary general meeting. Each shareholder has one vote for each common share. These shares represented approximately 76% of the total outstanding votes represented by the company’s total common shares outstanding at the close of business in the Cayman Islands on the record date of 14 April 2022.

The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, were approved by approximately 93% of the total votes cast at the extraordinary general meeting.

Completion of the merger is subject to the satisfaction or waiver of the conditions set forth in the merger agreement. 51job will work with the other parties to the merger agreement towards satisfying all other conditions precedent to the merger set forth in the merger agreement and completing the merger as quickly as possible.

If and when completed, the merger would result in 51job becoming a privately held company and its American depositary shares would no longer be listed or traded on any stock exchange, including the NASDAQ Global Select Market, and the company’s American depositary shares program would be terminated.

The merger, which is currently expected to close during the first half of 2022, is subject to customary closing conditions.