SHANGHAI, China, June 10, 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 at an extraordinary general meeting of shareholders (the “EGM”) held today, the Company’s shareholders voted in favor of the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated April 1, 2025, by and between the Company, JD Sunflower Investment Limite ...

SHANGHAI, China, May 08, 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 it has called an extraordinary general meeting of shareholders (the “EGM”), to be held on June 10, 2025 at 10 a.m. (Beijing time) at No. 76 Zhichun Road, Haidian District, Beijing, People’s Republic of China, to consider and vote on, among other matters, the proposal to authorize and approve the previously announced A ...

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].

Core Viewpoint - Dada Nexus Limited has announced a merger agreement with JD Sunflower Investment Limited, a subsidiary of JD.com, which will result in Dada becoming a wholly owned subsidiary of JD.com [1][6]. Merger Details - The merger will involve the cancellation of each American Depository Share (ADS) in exchange for US$2.0 in cash per ADS, and each ordinary share will be exchanged for US$0.5 in cash, excluding certain shares [2]. - The merger consideration represents a premium of approximately 42% over the closing price of the ADSs on January 24, 2025, prior to receiving a preliminary proposal from JD [3]. - The merger will be fully funded through cash contributions from JD.com International Limited, a wholly owned subsidiary of JD [4]. Board Approval - The merger agreement has been approved by the Company's board of directors, following a unanimous recommendation from a special committee of independent directors [5]. Closing Timeline - The merger is expected to close within the third quarter of 2025, subject to customary closing conditions, including shareholder approval [6]. Legal and Financial Advisory - Kroll, LLC is serving as the financial advisor to the special committee, while various legal firms are providing counsel to both the special committee and JD [7]. Additional Information - The Company will file a current report with the U.S. Securities and Exchange Commission (SEC) regarding the merger, which will include the merger agreement [8]. - A proxy statement will be prepared and mailed to shareholders, detailing the merger agreement [9].

Core Viewpoint - Dada Nexus Limited reported a decline in total net revenues for both the fourth quarter and fiscal year 2024, primarily driven by decreased revenues from its JD NOW platform, while Dada NOW experienced significant growth in intra-city delivery services. Financial Results Summary Fourth Quarter 2024 Financial Results - Total net revenues were RMB2,432.7 million, a decrease of 11.6% from RMB2,752.2 million in the same quarter of 2023 [2][4] - Net revenues from JD NOW were RMB737.4 million, down 52.4% from RMB1,548.5 million in Q4 2023, mainly due to declines in online advertising and fulfillment services [6] - Dada NOW's net revenues increased by 40.8% to RMB1,695.3 million, driven by higher order volumes in intra-city delivery services [6] - Total costs and expenses were RMB3,712.9 million, down from RMB4,077.9 million in Q4 2023 [5] - Loss from operations was RMB1,257.3 million, an improvement from RMB1,314.7 million in the same quarter of 2023 [7] - Net loss was RMB1,227.0 million, compared to RMB1,282.4 million in Q4 2023 [7][8] Fiscal Year 2024 Financial Results - Total net revenues for 2024 were RMB9,663.8 million, an 8.0% decrease from RMB10,506.3 million in 2023 [9][10] - JD NOW revenues fell to RMB3,858.6 million, a 40.6% decline from RMB6,491.8 million in 2023 [10] - Dada NOW revenues rose by 44.6% to RMB5,805.2 million, supported by increased intra-city delivery orders [12] - Total costs and expenses for 2024 were RMB11,854.1 million, down from RMB12,678.6 million in 2023 [12] - Loss from operations for the year was RMB2,159.5 million, slightly higher than RMB2,108.5 million in 2023 [13] - Net loss for 2024 was RMB2,038.5 million, compared to RMB1,957.5 million in 2023 [13][14] Operational Metrics - The number of orders delivered increased significantly, with 2,873.4 million orders in 2024 compared to 2,191.0 million in 2023 [16] - Gross billings for on-demand delivery services reached RMB12,142.1 million in 2024, up from RMB9,883.2 million in 2023 [16] Share Repurchase Program - The company repurchased approximately 6.1 million American Depositary Shares for a total of approximately US$11.4 million as of December 31, 2024, under a US$40 million share repurchase program [17] ESG Performance - Dada received an ESG score of 49 from the S&P Global Corporate Sustainability Assessment, an increase from 37 in September 2023, reaffirming its industry-leading position in ESG [20]

Core Viewpoint - Dada Nexus Limited is currently evaluating a preliminary non-binding proposal and has engaged financial and legal advisors to assist in this process [1][2]. Company Overview - Dada Nexus Limited is recognized as China's leading local on-demand retail and delivery platform, operating two interconnected platforms: JD NOW and Dada NOW [3]. - JD NOW, formerly known as JDDJ, serves as one of China's largest local on-demand retail platforms for retailers and brand owners [3]. - Dada NOW is a prominent local on-demand delivery platform catering to merchants and individual senders across various industries and product categories [3]. - The integration of both platforms enhances order volume and delivery efficiency, benefiting participants on both sides [3].

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].