Dada Nexus enters into definitive agreement for ‘Going Private’ transaction

Dada Nexus (DADA) has entered into an Agreement and Plan of Merger with JD Sunflower Investment and JD Sunflower Merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent. Parent is wholly owned by JD.com (JD). At the effective time of the Merger, each American Depository Share of the Company, representing four ordinary shares of the Company, par value $0.0001 each, issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares together with the Shares represented by such ADSs, will be cancelled and cease to exist in exchange for the right to receive $2.0 in cash per ADS without interest, and each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, the Dissenting Shares (as defined in the Merger Agreement) and Shares represented by ADSs, will be cancelled and cease to exist in exchange for the right to receive $0.5 in cash per Share without interest. The merger consideration represents a premium of approximately 42% to the closing price of the ADSs on January 24, 2025, the last trading day before the Company received the preliminary non-binding proposal letter from JD. The Merger will be fully funded through cash contribution by JD.com International. Parent has entered into a commitment letter, pursuant to which the Sponsor has agreed, subject to the terms and conditions thereof, to provide the necessary financing for the transaction. The Company’s board of directors, acting upon the unanimous recommendation of a committee of independent directors established by the board of directors approved the Merger Agreement and the Merger, and resolved to recommend that the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors. The Merger is currently expected to close within the third quarter of 2025 and is subject to customary closing conditions, including the authorization and approval of the Merger Agreement by the affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy at a general meeting of the Company’s shareholders. Parent has agreed to vote and cause its affiliates to vote, or cause to be voted, all Shares held directly or indirectly by them, which represent more than 60% of the voting rights attached to the issued and outstanding Shares, in favor of the authorization and approval of the Merger Agreement and the Merger. If completed, the Merger will result in the Company becoming a privately held company and its ADSs will no longer be listed on the Nasdaq Global Select Market.