Dada Nexus Limited (DADA) entered a merger agreement on April 1, 2025, to be taken private by JD.com’s (JD) JD Sunflower Investment Limited, in a deal valued at $80.72 million.
Under the terms of the agreement, JD Sunflower Merger Sub Limited will merge into Dada Nexus. After the merger, Dada will continue to operate as the surviving company and will become a wholly owned subsidiary of JD Sunflower Investment Limited, which is fully owned by JD.com, Inc. (JD).
Shareholders who own the American Depository Shares (ADSs) of Dada (each ADS equals four ordinary shares) will get $2.00 per ADS in cash when the merger is complete, representing a premium of 8.11% from the stock’s last close. The ordinary shareholders will receive $0.50 per share in cash.
Dada Nexus is China’s local on-demand retail and delivery platform, operating JD NOW (formerly JDDJ) for retailers and brands, and Dada NOW for on-demand delivery, serving merchants, businesses, and individual senders.
JD.com is a supply chain-based technology and service provider in China, offering e-commerce, retail, logistics, and digital solutions across a wide range of products, including electronics, home goods, healthcare, and industrial supplies. It also provides online marketplace services, omni-channel retail solutions, and advanced logistics infrastructure to businesses and consumers.
On January 25, 2025, JD.com submitted a non-binding proposal to acquire Dada Nexus for $2.00 per ADS. Before the offer was made public, the on-demand retail and delivery company’s stock was trading at $1.41 per ADS.
The merger, expected to close within the third quarter of 2025, will be fully funded by a cash contribution from JD.com International Limited, a wholly owned subsidiary of JD.com.
Kroll served as the financial advisor for the merger, while Gibson, Dunn & Crutcher LLP and Appleby provided legal counsel to Dada Nexus Limited. UBS AG Hong Kong Branch advised JD.com, Inc. on financial matters, with Skadden, Arps, Slate, Meagher & Flom LLP and Harney Westwood & Riegels serving as its legal advisors.
JD.com is acquiring Dada Nexus for 0.38 times its sales.
For a comprehensive understanding of the specifics of this M&A transaction, please visit the Deal Metrics page here:
Deal Metrics for the acquisition of Dada Nexus Limited (DADA) by JD.com, Inc. (JD)
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Editor’s Note: Baranjot Kaur contributed to this article