Group 1 - Monteverde & Associates PC has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm is investigating Dada Nexus Limited (NASDAQ: DADA) regarding its proposed merger with JD Sunflower Investment Limited, where each American Depository Share will be cancelled in exchange for $2.00 in cash [1] Group 2 - Monteverde & Associates PC is a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court [2] - The firm operates from the Empire State Building in New York City [2]

Financial Performance - The company incurred net losses of RMB2,008.0 million, RMB1,957.5 million, and RMB2,038.5 million (US$279.3 million) in 2022, 2023, and 2024, respectively [72]. - Net cash used in operating activities was RMB945.4 million, RMB380.8 million, and RMB1,056.4 million (US$144.7 million) in 2022, 2023, and 2024, respectively [72]. - The company has a history of negative cash flows from operating activities, which may continue in the future [72]. - The company may incur substantial share-based compensation expenses due to its equity incentive plans, which could adversely affect its results of operations [158]. Revenue Sources - 20.3%, 24.5%, and 24.6% of net revenues were derived from services provided to JD Group in 2022, 2023, and 2024, respectively [75]. - 21.6%, 20.6%, and 23.0% of net revenues were derived from services provided to Walmart Group in 2022, 2023, and 2024, respectively [75]. - The concentration of customers poses a risk, as major customers like JD Group and Walmart Group account for a substantial portion of net revenues [76]. Customer and Market Risks - The company relies significantly on JD Group for traffic support and supply chain cooperation [70]. - The company faces intense competition in the local on-demand retail and delivery markets, with competitors like Meituan and Ele.me potentially affecting market share [78]. - The company relies on a small number of major customers, and any loss or reduction in orders from these customers could significantly disrupt operations and cash flows [77]. - The evolving business model makes it difficult to evaluate future prospects and associated risks [68]. Technology and Operations - The company has been leveraging artificial intelligence technologies for personalized product recommendations, which is critical for attracting and retaining consumers [98]. - The company’s delivery efficiency is crucial for maintaining customer satisfaction, and any failures in this area could harm its reputation and business [100]. - Technology systems are critical for the company's success, and any disruptions could lead to service outages and negatively impact operations [122]. - Continuous improvement and adaptation of technology systems are necessary to remain competitive in the rapidly evolving retail and delivery industries [124]. Regulatory and Compliance Risks - The company is subject to evolving laws and regulations regarding data privacy and cybersecurity, and any breaches could damage its reputation and expose it to legal liabilities [102]. - The company must comply with various labor laws and regulations, and any violations could result in additional compensation liabilities and adversely affect its financial condition [218]. - The company is subject to new PRC regulations regarding overseas listings, which may impose filing requirements and potential fines ranging from RMB1 million to RMB10 million for non-compliance [208]. - The company is required to comply with the Personal Information Protection Law, which raises protection requirements for processing personal information [107]. Strategic Initiatives and Challenges - The company expects to enhance on-demand delivery capabilities and expand customer base, which may incur significant capital investment [73]. - The company has successfully rolled out new value-added services to retailers and brand owners, utilizing big data technology and CRM tools to enhance customer engagement [114]. - The company may pursue strategic acquisitions, but compliance with regulatory requirements could delay or inhibit transaction completion, affecting business expansion [229]. - The company may face significant costs and challenges in complying with evolving PRC regulations regarding algorithm usage, which could impact its operations [163]. Economic and Market Conditions - The Chinese economy's growth rate has been slowing since 2010, with a population decline starting in 2022, which may adversely affect the company's business and financial condition [170]. - Heightened international tensions, particularly between the U.S. and China, may negatively impact trade and economic activities, affecting the company's business [172]. - Labor costs in China are expected to continue rising, which may adversely affect the company's profitability if these costs cannot be passed on to consumers [215]. Legal and Operational Risks - The company may face significant operational risks if the VIE declares bankruptcy or undergoes liquidation, potentially affecting its business activities and financial condition [199]. - The company may face significant legal obstacles for overseas regulators to conduct investigations or collect evidence within China, impacting shareholder claims and regulatory investigations [220]. - The company operates under a VIE structure, which may compromise the enforceability of contractual arrangements and disrupt business operations [211]. - The company may face challenges in enforcing legal rights and judgments due to the lack of reciprocal recognition of foreign judgments in the Chinese mainland [219].

At the effective time of the Merger (the "Effective Time"), each American Depository Share of the Company (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, will be cancelled and cease to exist in exchange for the right to receive US$2.0 in cash per ...

SHANGHAI, China, March 05, 2025 (GLOBE NEWSWIRE) -- Dada Nexus Limited (NASDAQ: DADA, “Dada”, the “Company”, or “we”), China’s leading local on-demand retail and delivery platform, today announced its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2024. Fourth Quarter 2024 Financial Results Total net revenues were RMB2,432.7 million in the fourth quarter of 2024, compared with RMB2,752.2 million in the same quarter of 2023. Beginning with the second quarter of 2024, th ...

SHANGHAI, China, Feb. 14, 2025 (GLOBE NEWSWIRE) -- Dada Nexus Limited (NASDAQ:DADA, "Dada" or the "Company")), China's leading local on-demand retail and delivery platform, today announced that the independent special committee (the "Special Committee") of the Company's board of directors (the "Board"), formed to evaluate and consider the previously announced preliminary non-binding proposal letter dated on January 25, 2025 (the "Proposal"), has retained Kroll, LLC as its financial advisor and Gibson, Dunn ...

Market Overview - U.S. stocks exhibited mixed trading patterns, with the S&P 500 declining over 100 points, down 1.84% to 5,988.74, while the Dow increased by 0.22% to 44,521.81 and the NASDAQ fell 3.29% to 19,297.13 [1] - Health care shares experienced a surge of 2%, contrasting with a 5.5% drop in information technology shares [1] Company News - Dada Nexus Limited received a preliminary, non-binding acquisition proposal from JD.com, Inc. to acquire all shares at $2.00 per ADS ($0.50 per Ordinary Share) in cash [2] - Aurora Mobile Limited's shares rose by 130% to $13.30 following the integration of its GPTBots.ai platform with the DeepSeek R1 large language model [9] - Akero Therapeutics, Inc. saw its shares surge 102% to $52.87 after reporting preliminary results from its SYMMETRY Phase 2B study of Efruxifermin [9] - Dada Nexus Limited's shares increased by 27% to $1.79 after the acquisition proposal from JD.com [9] - Allakos Inc. shares plummeted 79% to $0.2524 after announcing the discontinuation of AK006 development and a 75% workforce reduction [9] - Veru Inc. shares fell 49% to $0.6177 following results from a Phase 2b trial of Enobosarm [9] - PMGC Holdings Inc. shares decreased by 34% to $2.06 after announcing $1.9 million in gross proceeds from warrant inducement with institutional investors [9] Economic Indicators - U.S. building permits rose by 0.7% to an annualized rate of 1.482 million in December [10]

Group 1 - JD.com proposed to acquire all outstanding shares of Dada Nexus for $2 per American Depositary Share, representing a 42% premium [2][3] - Dada Nexus formed a special committee of three independent directors to evaluate the acquisition proposal [2] - Dada Nexus's stock surged by 33% following the acquisition news, trading at $1.88, which is below the offer price but significantly higher than the previous closing price [1][4] Group 2 - Dada Nexus's revenue has declined by 7% in the first three quarters of the year, and its operating loss has increased significantly [5] - The weak economic conditions in China have impacted both JD.com and Dada Nexus, making the acquisition a potentially beneficial move for shareholders [3][5] - Given JD.com’s majority ownership of Dada Nexus and the substantial premium offered, the likelihood of the deal being accepted appears high [4]

Core Viewpoint - Dada Nexus Limited has received a preliminary non-binding proposal from JD.com, Inc. to acquire all outstanding ordinary shares of the Company at a price of US$2.0 per ADS, representing a 42% premium over the recent closing price [1][9]. Group 1: Proposal Details - The proposed purchase price is US$2.0 per ADS, equivalent to US$0.5 per Ordinary Share [9]. - JD.com, Inc. intends to fund the acquisition with cash from its shareholders and does not anticipate requiring debt financing [10]. - The JD Shareholders currently own more than 60% of the total issued and outstanding Ordinary Shares [8][9]. Group 2: Board and Evaluation Process - The Board of Dada has formed a special committee to evaluate the proposal, consisting of three independent directors [2]. - The special committee will retain independent financial and legal advisors to assist in the evaluation of the proposed transaction [2]. Group 3: Company Overview - Dada Nexus Limited is a leading local on-demand retail and delivery platform in China, operating JD NOW and Dada NOW [4]. - JD NOW is one of China's largest local on-demand retail platforms, while Dada NOW provides delivery services across various industries [4].

Investment Rating - The report maintains a neutral rating for Dada Group (DADA US) with a target price of $1.40, indicating a potential upside of 5.3% from the current price of $1.33 [2][11]. Core Insights - The instant delivery industry is benefiting Dada's express delivery growth, with adjustments in the second delivery business continuing. The revenue forecast for Q4 2024 is expected to decline by 13% year-on-year, with Dada Express revenue adjusted up by 5% due to category expansion, refined operations, and improved fulfillment quality [2][6]. - The report anticipates a net loss of RMB 3.1 billion for 2024, corresponding to a loss rate of 13%. The strategy for JD's second delivery business remains focused on enhancing user perception and increasing order volume and repurchase rates, with revenue growth expected to take time [2][6]. Financial Forecasts - The revenue forecast for 2024 is RMB 9.621 billion, reflecting an 8% year-on-year decline, while the adjusted net loss is projected at RMB 7.1 billion, with a loss rate of 7.4% [6][15]. - For 2025, the revenue is expected to increase to RMB 10.227 billion, representing a 6% year-on-year growth, with an adjusted net loss of RMB 4.3 billion and a loss rate of 4.2% [6][15]. Revenue Breakdown - Dada Express revenue is projected to reach RMB 5.768 billion in 2024, up 1.4% from previous estimates, while JD's second delivery revenue is expected to decline to RMB 3.853 billion, down 2% from prior forecasts [5][6]. - The report outlines that Dada Express revenue for Q4 2024 is expected to be RMB 1.658 billion, showing a 39% year-on-year increase, while JD's second delivery revenue is forecasted to be RMB 732 million, down 53% year-on-year [7][15]. Market Performance - The stock has shown a year-to-date change of 9.92%, with a 52-week high of $2.56 and a low of $1.04, indicating volatility in its market performance [4][6].

Investment Rating - The investment rating for Dada Group (DADA US) is Neutral, with a target price adjusted to $1.40, indicating a potential downside of 10.8% from the current price of $1.57 [4][9]. Core Insights - The report highlights that Dada Group is experiencing short-term impacts from business adjustments, but the performance in JD's ecosystem is strong, laying a foundation for long-term growth [3][4]. - For Q3 2024, Dada Group reported revenues of 2.4 billion RMB, a year-on-year decline of 7%, which was better than market expectations. Dada Express saw a revenue increase of 39% due to higher delivery volumes from chain brands, while JD's same-day delivery revenue fell by 40% due to a decline in advertising revenue and reduced fulfillment service income [1][2][3]. Summary by Sections Q3 2024 Performance - Total revenue was 2.4 billion RMB, down 7% year-on-year, exceeding expectations by 3% [1]. - Dada Express revenue increased by 39% year-on-year, driven by increased delivery volumes from chain brands [2]. - JD's same-day delivery revenue decreased by 40%, attributed to a drop in advertising revenue and lower fulfillment service income [1][2]. Operational Highlights - JD's same-day delivery saw a 100%+ year-on-year increase in average monthly active users and order volume, with peak daily orders during the Double Eleven shopping festival [2]. - Dada Express completed orders and gross revenue increased by 36% and 33% year-on-year, respectively, due to improved pricing competitiveness and operational efficiency [2]. Outlook and Valuation - The report anticipates that adjustments in JD's same-day delivery business will continue until 2025, with uncertainties regarding revenue from marketing monetization impacting forecasts [3]. - The revenue forecast for 2025-2026 has been adjusted downwards primarily due to uncertainties in advertising monetization, leading to an expected loss of 430 million RMB in 2025 and 245 million RMB in 2026 [3][11].