Dada Enters into Definitive Agreement for “Going Private” Transaction

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].