Dingdong(US:DDL) Prnewswire·2026-02-05 09:08Core Viewpoint - Dingdong (Cayman) Limited has entered into a definitive Share Purchase Agreement with Two Hearts Investments Limited, a subsidiary of Meituan, to sell its China business for a total cash consideration of US$717 million, subject to customary closing conditions and regulatory approvals [1][4][10]. Transaction Details - The transaction involves the sale of all issued and outstanding shares of Dingdong Fresh Holding Limited, which encompasses the majority of Dingdong's operations in China, while the international business will be retained by Dingdong [2]. - The total cash consideration of US$717 million is based on the balance sheet as of December 31, 2025, and is subject to adjustments based on net cash and working capital [4][5]. - The payment structure includes 90% payable at closing and the remaining 10% after the settlement of applicable taxes [5]. Management Insights - The CEO of Dingdong emphasized the company's commitment to enhancing consumer quality of life through digital technology and supply chain innovation, aligning with Meituan's mission [6][7]. - The CFO highlighted the transaction as a validation of Dingdong's supply chain strengths and brand values, reflecting high recognition in capital markets [8]. Closing Conditions - The transaction is subject to various customary conditions, including shareholder approval and anti-monopoly clearance from the State Administration for Market Regulation of China [3][10]. - The company will operate the Target Company in the ordinary course of business during the transition period, with any profits or losses accruing to the buyer [14]. Non-Competition and Exclusivity - A five-year non-competition agreement has been established, preventing Dingdong and its founder from engaging in similar business within Greater China post-closing [14]. - The company is bound by a "no-shop" obligation, prohibiting solicitation of alternative acquisition proposals during the transition period [14].