M&A - Dada Nexus Ltd

Form Type: S-8 POS

Filing Date: 2025-06-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465925059901

Filing Summary: On June 16, 2025, Dada Nexus Limited filed a Post-Effective Amendment No. 1 to its Form S-8 registration statements to deregister all unsold securities previously registered. This action follows the completion of a merger agreement with JD Sunflower Investment Limited, where on the same date, JD Sunflower Merger Sub Limited merged with Dada Nexus, making it a wholly-owned subsidiary of JD Sunflower Investment Limited. Consequently, Dada Nexus became a privately-held company, and all offerings of its securities as per the registration statements have been terminated. The registration statement numbers involved include 333-249512 and 333-283647, which pertain to a total of approximately 170 million ordinary shares previously registered for incentive plans.

Form Type: S-8 POS

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925059903

Filing Summary: On June 16, 2025, Dada Nexus Limited filed a post-effective amendment to deregister all unsold securities previously registered under its Registration Statements. This amendment follows the completion of a merger agreement with JD Sunflower Investment Limited and its wholly-owned subsidiary, JD Sunflower Merger Sub Limited, which resulted in the Registrant becoming a wholly-owned subsidiary of Parent. The merger took effect on the same day, making the Registrant a privately-held company, and terminating all offerings of its securities as listed in the original registration statements. The filing certifies compliance with the requirements for Form S-8.

Form Type: SC 13E3/A

Filing Date: 2025-06-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465925059899

Filing Summary: On June 10, 2025, an extraordinary general meeting of the shareholders of Dada Nexus Limited was held where the shareholders authorized and approved the Merger Agreement and Plan of Merger. The merger became effective on June 16, 2025, when the Company filed the Plan of Merger with the Cayman Registrar. As a result, Dada Nexus Limited became a wholly owned subsidiary of JD Sunflower Investment Limited. All outstanding shares were cancelled in exchange for cash considerations, with specific provisions for dissenting and excluded shares. The merger was financed through a cash contribution of approximately $189.9 million from JD.com International Limited. The ADS program will terminate, and the shares will no longer be publicly traded, with plans for deregistration and suspension of reporting obligations under the Exchange Act.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-16

Corporate Action: Merger

Type: Update

Accession Number: 000095017025086795

Filing Summary: On June 10, 2025, an extraordinary general meeting of Dada Nexus Ltd's shareholders was held, at which they approved the Merger Agreement and the associated Plan of Merger. This merger became effective on June 16, 2025, with Dada Nexus Ltd becoming a wholly owned subsidiary of Parent. Consequently, all ordinary shares of the Issuer were cancelled in exchange for US$0.5 in cash, with certain exceptions for shares held by Reporting Persons and others. Following the merger, the Issuer's American Depository Shares (ADS) ceased to trade on the Nasdaq Global Select Market. The Issuer has initiated the delisting process and deregistration of its registered securities with the SEC. This marks an exit filing for the Reporting Persons, who no longer beneficially own any securities of the Issuer.

Form Type: SC 13E3/A

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000110465925045873

Filing Summary: On April 1, 2025, Dada Nexus Limited, along with JD.com, Inc., JD.com Investment Limited, JD Sunflower Investment Limited, JD Sunflower Merger Sub Limited, JD.com International Limited, and Windcreek Limited, entered into an Agreement and Plan of Merger. This merger will merge JD Sunflower Merger Sub into Dada Nexus, with Dada Nexus surviving as a wholly owned subsidiary of JD Sunflower Investment. Each outstanding ordinary share will be cancelled and converted into the right to receive $0.50 in cash, whereas each American Depositary Share (ADS) will be converted into $2.00 in cash. The cancellation excludes shares held by certain affiliates and those dissenting from the merger. The merger is subject to approval by Dada's shareholders, requiring a two-thirds vote. The document details the terms and effects of the merger, including the roles of the parties involved, the proposed financial details, and shareholder voting procedures. It reiterates the merger's significance and stipulations as outlined in the Proxy Statement attached as an exhibit.

Form Type: SC 13E3/A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925042475

Filing Summary: This amendment to the Rule 13e-3 transaction statement details the proposed merger of Dada Nexus Limited with JD Sunflower Investment Limited, with JD Sunflower Merger Sub Limited serving as the merging entity. At the effective time, Dada Nexus shareholders will receive $0.5 for each share and $2.0 for each American Depositary Share (ADS) in cash. Specific shares held by affiliates and those issued under Company Share Plans will be cancelled without compensation. The merger is subject to shareholder approval, requiring a two-thirds majority. The document contains details on financial terms, voting procedures for shareholder meetings, and implications for outstanding stock options and restricted share units (RSUs).

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000095017025048471

Filing Summary: On April 1, 2025, JD Sunflower Investment Limited and JD Sunflower Merger Sub Limited entered into a Merger Agreement with Dada Nexus Limited. Under this agreement, the Merger Sub will merge with the Issuer, resulting in the Issuer becoming a wholly owned subsidiary of JD Sunflower. The Reporting Persons, including JD.com, plan to purchase approximately 379 million outstanding shares not already owned, at a price of $0.5 per Ordinary Share. Cash financing for the merger will be provided by JD.com through a subsidiary. Windcreek Limited transferred a substantial number of shares to JD Sunflower on March 27, 2025, prior to the merger. The consummation of the merger is subject to approval from shareholders, requiring at least two-thirds of the voting power. If the merger is completed, Dada Nexus will become a privately held entity, and its shares will be delisted from the Nasdaq.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025010201

Filing Summary: On January 25, 2025, JD.com, Inc. submitted a preliminary non-binding proposal to acquire all Ordinary Shares of Dada Nexus Limited not currently held by the Reporting Persons for US$0.5 per share or US$2.0 per ADS in cash. This acquisition is intended to be funded by JD's and/or the other Reporting Persons' available cash. The proposed transaction is contingent upon various conditions, including the negotiation and execution of definitive agreements. If completed, the ADSs of Dada Nexus would be delisted from the Nasdaq Global Select Market, and the obligation to file periodic reports under the Securities Exchange Act of 1934 would terminate. The amendment does not alter previous disclosures and includes updates to Items 2, 3, 4, 5, and 6 in the Statement on Schedule 13D, consistently emphasizing the intent and details of the acquisition proposal.