M&A - Dada Nexus Ltd

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.

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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.

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