Dada Announces Completion of Going Private Transaction

Rhea-AI Summary

Dada Nexus Limited (NASDAQ: DADA), China's leading local on-demand retail and delivery platform, has completed its going private transaction through a merger with JD Sunflower Merger Sub Limited, a subsidiary of JD.com. The merger, approved by shareholders on June 10, 2025, values ADSs at $2.00 per share and ordinary shares at $0.50 per share. Following the transaction, Dada will become a wholly-owned subsidiary of JD.com and will cease trading on Nasdaq effective June 17, 2025. The company will suspend its SEC reporting obligations by filing Form 15 and terminate its registration under the Securities Exchange Act of 1934. The transaction was facilitated by Kroll, LLC as financial advisor to the Special Committee, while UBS AG Hong Kong Branch advised JD.com.

Positive

• JD.com's acquisition provides a premium to shareholders through the cash buyout
• The merger strengthens Dada's position by integrating with JD.com's extensive retail ecosystem
• Transaction eliminates public company costs and regulatory burden

Negative

• Shareholders lose future upside potential in Dada's growth as a public company
• Delisting from NASDAQ reduces investment options for U.S. investors in China's on-demand retail sector
• Company will no longer have access to U.S. public capital markets

Insights

Financial Restructuring Specialist

JD.com completes Dada Nexus privatization at $2.00/ADS, taking full control of China's on-demand retail platform.

Dada Nexus Limited has officially completed its privatization through a merger with JD.com's wholly-owned subsidiary. This transaction, which was approved by shareholders on June 10, 2025, values each American Depositary Share at $2.00 (or $0.50 per ordinary share), representing JD.com's strategy to fully integrate Dada's on-demand retail and delivery platform into its ecosystem.

The privatization mechanics follow standard procedures - ADSs and ordinary shares not classified as Excluded Shares have been cancelled in exchange for cash consideration. The company will delist from Nasdaq effective June 17, 2025, and will suspend its SEC reporting obligations by filing Form 15.

This transaction marks the culmination of a process that began with the merger agreement announcement on April 1, 2025. For former Dada shareholders, the deal provides immediate liquidity at the predetermined price, while eliminating ongoing public market volatility. For JD.com, complete ownership of Dada allows for deeper integration of local on-demand retail capabilities into its broader e-commerce infrastructure without the governance constraints and disclosure requirements of maintaining a separate public entity.

The acquisition reflects the ongoing consolidation trend in China's competitive e-commerce landscape, where major platforms are vertically integrating complementary services to create more comprehensive consumer ecosystems. With this transaction, JD.com strengthens its position in the rapidly evolving local retail and delivery segment against competitors like Alibaba and Meituan.

SHANGHAI, China, June 16, 2025 (GLOBE NEWSWIRE) -- Dada Nexus Limited (NASDAQ: DADA, “Dada” or the “Company”), China’s leading local on-demand retail and delivery platform, today announced the completion of the merger (the “Merger”) with JD Sunflower Merger Sub Limited (“Merger Sub”), a wholly owned subsidiary of JD Sunflower Investment Limited (“Parent”), pursuant to the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated April 1, 2025, by the Company, Parent and Merger Sub. Parent is wholly owned by JD.com, Inc. (“JD”). As a result of the Merger, the Company became a wholly owned subsidiary of Parent and will cease to be a publicly traded company.

Pursuant to the Merger Agreement, which was approved by the Company’s shareholders at an extraordinary general meeting on June 10, 2025, at the effective time of the Merger (the “Effective Time”), each American depository share (each, an “ADS”), representing four ordinary shares of the Company, par value US$0.0001 each (each, a “Share”), issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares (as defined in the Merger Agreement), together with the Shares represented by such ADSs, has been cancelled in exchange for the right to receive US$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, has been cancelled in exchange for the right to receive US$0.5 in cash per Share without interest (the “Merger Consideration”). Pursuant to the terms of the Merger Agreement, the Excluded Shares have been cancelled without payment of any consideration from the Company therefor and the Dissenting Shares have been cancelled and will entitle the former holders thereof to receive the fair value thereon determined in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands.

Registered shareholders immediately prior to the Effective Time who are entitled to the Merger Consideration will receive from the paying agent a letter of transmittal and instructions on how to surrender their Shares in exchange for the Merger Consideration in respect of each Share held thereby, and should wait to receive the letter of transmittal before surrendering their Shares. Payment of the Merger Consideration will be made to holders of Shares (other than Shares represented by ADSs) in respect of each such Share held thereby upon surrender of applicable Shares and delivery of the letter of transmittal and any other documents required by such letter of transmittal to be delivered in connection therewith. Payment of the Merger Consideration (after deduction of fees) will be made to holders of ADSs in respect of each ADS held thereby as soon as practicable after JPMorgan Chase Bank, N.A., the ADS depositary, receives the aggregate Merger Consideration payable to holders of ADSs from the paying agent.

The Company also announced today that it requested that trading of its ADSs on Nasdaq Global Select Market (the “Nasdaq”) be suspended effective June 17, 2025. The Company requested that Nasdaq file a Form 25 with the Securities and Exchange Commission (the “SEC”) notifying the SEC of the delisting of the Company’s ADSs on Nasdaq and the deregistration of the Company’s registered securities. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15 with the SEC. The Company’s obligation to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

Kroll, LLC is serving as financial advisor to a committee of independent directors established by the board of directors of the Company (the “Special Committee”). Gibson, Dunn & Crutcher LLP is serving as U.S. legal counsel to the Special Committee. Appleby is serving as Cayman Islands legal counsel to the Special Committee.

UBS AG Hong Kong Branch is serving as financial advisor to JD. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to JD. Harney Westwood & Riegels is serving as Cayman Islands legal counsel to JD.

About Dada Nexus Limited

Dada Nexus Limited is China’s leading local on-demand retail and delivery platform. It operates JD NOW, formerly known as JDDJ, one of China’s largest local on-demand retail platforms for retailers and brand owners, and Dada NOW, a leading local on-demand delivery platform open to merchants and individual senders across various industries and product categories. The Company’s two platforms are inter-connected and mutually beneficial. The vast volume of on-demand delivery orders from the JD NOW platform increases order volume and density for the Dada NOW platform. Meanwhile, the Dada NOW platform enables improved delivery experience for participants on the JD NOW platform through its readily accessible fulfillment solutions and strong on-demand delivery infrastructure.

For more information, please visit https://ir.imdada.cn/.

Forward-Looking Statements

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. Statements that are not historical or current facts, including statements about Dada’s beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors, risks and uncertainties include: uncertainties as to the expected benefits and costs of the Merger; the outcome of any legal proceedings that may be instituted against the Company related to the Merger; the amount of the costs, fees, expenses and charges related to the Merger; and other risks and uncertainties discussed in documents filed with the SEC by the Company as well as the Schedule 13E-3 and the proxy statement filed by the Company. Further information regarding these and other factors, risks and uncertainties is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of the press release, and Dada undertakes no duty to update such information, except as required under applicable law.

For investor inquiries, please contact:

Dada Nexus Limited
E-mail: ir@imdada.cn

Christensen
In China
Mr. Rene Vanguestaine
Phone: +86-178-1749-0483
E-mail: rene.vanguestaine@christensencomms.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
E-mail: linda.bergkamp@christensencomms.com

For media inquiries, please contact:

Dada Nexus Limited
E-mail: PR@imdada.cn

FAQ

What is the buyout price for Dada Nexus (DADA) shares in the going private transaction?

In the going private transaction, each ADS will receive $2.00 in cash, while each ordinary share will receive $0.50 in cash.

When will Dada Nexus (DADA) stop trading on NASDAQ?

Dada Nexus will suspend trading on NASDAQ effective June 17, 2025.

Who is acquiring Dada Nexus (DADA)?

JD.com is acquiring Dada Nexus through its wholly-owned subsidiary JD Sunflower Investment Limited.

What happens to existing Dada Nexus (DADA) shareholders after the merger?

Existing shareholders will receive cash payments for their shares, with ADS holders receiving $2.00 per ADS and ordinary shareholders receiving $0.50 per share.

When was the Dada Nexus (DADA) going private transaction approved by shareholders?

The merger was approved by Dada Nexus shareholders at an extraordinary general meeting on June 10, 2025.