Dada Nexus Limited announces an extraordinary general meeting on June 10, 2025, to vote on a proposed merger agreement.
Quiver AI Summary
Dada Nexus Limited, a prominent on-demand retail and delivery platform in China, has scheduled an extraordinary general meeting (EGM) for shareholders on June 10, 2025, to discuss a proposed merger with JD Sunflower Investment Limited. This merger, outlined in a plan dating from April 1, 2025, will see Dada become a wholly owned subsidiary of Parent, ceasing its listing on NASDAQ and terminating its American depositary share program. The Company’s board has unanimously recommended that shareholders approve the merger and related agreements. Shareholders recorded by May 22, 2025, will be eligible to vote at the EGM, while ADS holders can instruct their depositary bank to vote on their behalf. Further details on the merger can be found in filings with the SEC.
Potential Positives
- The announcement of an extraordinary general meeting (EGM) to vote on the proposed merger signifies a significant strategic move for Dada Nexus Limited, indicating confidence in the merger's potential benefits.
- The unanimous recommendation from the board of directors and the special committee of independent directors suggests strong internal support for the merger, which may enhance shareholder trust.
- Transitioning to a privately held company may allow Dada more flexibility in its operations and strategic decisions without the pressures of public market scrutiny.
- The merger could potentially streamline operations and enhance synergy between Dada’s platforms, JD NOW and Dada NOW, fostering growth opportunities in China's booming on-demand retail and delivery market.
Potential Negatives
- The merger will result in the company being taken private, which may reduce transparency and limit access to information for current shareholders.
- The termination of the company's American depositary shares (ADSs) and their delisting from NASDAQ could negatively impact liquidity and marketability for existing investors.
- There is uncertainty regarding shareholder approval for the merger, which could lead to a potential failure to consummate the transaction as planned.
FAQ
What is the purpose of the extraordinary general meeting (EGM) for Dada Nexus Limited?
The EGM will consider and vote on approving the Merger Agreement with JD Sunflower Investment Limited.
When will the Dada Nexus Limited EGM take place?
The EGM is scheduled for June 10, 2025, at 10 a.m. Beijing time.
How can shareholders participate in the Dada Nexus Limited EGM?
Shareholders of record as of May 22, 2025, are eligible to attend and vote at the EGM.
What changes will occur if the merger is approved?
If approved, Dada Nexus Limited will become a privately held company, and its ADSs will no longer be listed on NASDAQ.
Where can I find more information about the Merger Agreement?
Additional information can be found in the Schedule 13E-3 transaction statement and the definitive proxy statement on the SEC's website.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
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Full Release
SHANGHAI, China, May 08, 2025 (GLOBE NEWSWIRE) -- Dada Nexus Limited (NASDAQ: DADA, “Dada” or the “Company”), China’s leading local on-demand retail and delivery platform, today announced that it has called an extraordinary general meeting of shareholders (the “EGM”), to be held on June 10, 2025 at 10 a.m. (Beijing time) at No. 76 Zhichun Road, Haidian District, Beijing, People’s Republic of China, to consider and vote on, among other matters, the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the “Merger Agreement”) dated April 1, 2025 by and between the Company, JD Sunflower Investment Limited (“Parent”) and JD Sunflower Merger Sub Limited, a wholly owned subsidiary of Parent (“Merger Sub”), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”) and the transactions contemplated thereby, including the merger.
Pursuant to the Merger Agreement and the Plan of Merger, at the effective time of the merger, Merger Sub will merge with and into the Company and cease to exist, with the Company being the surviving company and becoming a wholly owned subsidiary of Parent. If consummated, the merger will result in the Company becoming a privately held company and its American depositary shares (“ADSs”), each representing four ordinary shares of the Company, par value US$0.0001 each (each, a “Share”), will no longer be listed on the NASDAQ Global Select Market and the Company’s ADS program will be terminated. In addition, the Company’s ADSs and Shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the merger.
The Company’s board of directors, acting upon the unanimous recommendation of a special committee of independent directors established by the board of directors, authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, and resolved to recommend that the Company’s shareholders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the transactions contemplated thereby, including the merger.
Shareholders of record as of 5 p.m. Cayman Islands time on May 22, 2025 will be entitled to attend and vote at the EGM and any adjournment thereof. ADS holders as of the close of business in New York City on May 8, 2025 will be entitled to instruct JPMorgan Chase Bank, N.A., in its capacity as the ADS depositary, to vote the Shares represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger Agreement can be found in the transaction statement on Schedule 13E-3 and the definitive proxy statement attached as Exhibit (a)-(1) thereto, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”), which can be obtained, along with other filings containing information about the Company, the proposed merger and related matters, without charge, from the SEC’s website (http://www.sec.gov). Requests for additional copies of the definitive proxy statement should be directed to the Company’s proxy solicitor Sodali & Co at (800) 662-5200 (toll free in North America) or +1 (203) 658-9400 or by email at [email protected].
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.
The Company and certain of its directors and executive officers may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from the shareholders with respect to the proposed merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies is set forth in the Schedule 13E-3 transaction statement relating to the proposed merger and the definitive proxy statement attached thereto. Further information regarding persons who may be deemed participants, including any direct or indirect interests they may have, is also set forth in the definitive proxy statement.
This announcement is for information purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities or a solicitation of any proxy, vote or approval with respect to the proposed transaction or otherwise, nor shall it be a substitute for any proxy statement or other filings that have been or will be made with the SEC.
About Dada Nexus Limited
Dada Nexus Limited is China’s leading local on-demand retail and delivery platform. It operates JD NOW, formerly known as JDDJ, one of China’s largest local on-demand retail platforms for retailers and brand owners, and Dada NOW, a leading local on-demand delivery platform open to merchants and individual senders across various industries and product categories. The Company’s two platforms are inter-connected and mutually beneficial. The vast volume of on-demand delivery orders from the JD NOW platform increases order volume and density for the Dada NOW platform. Meanwhile, the Dada NOW platform enables improved delivery experience for participants on the JD NOW platform through its readily accessible fulfillment solutions and strong on-demand delivery infrastructure.
For more information, please visit https://ir.imdada.cn/.
Forward-Looking Statements
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. Statements that are not historical or current facts, including statements about Dada’s beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors, risks and uncertainties include uncertainties as to how the Company’s shareholders will vote at the meeting of shareholders, the possibility that the Merger will not occur as planned if events arise that result in the termination of the Merger Agreement, if the expected financing for the Merger is not available for any reason, or if one or more of the various closing conditions to the Merger are not satisfied or waived, and other risks and uncertainties discussed in documents filed with the SEC by the Company as well as the Schedule 13E-3 and the proxy statement filed by the Company. Further information regarding these and other factors, risks and uncertainties is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of the press release, and Dada undertakes no duty to update such information, except as required under applicable law.
For investor inquiries, please contact:
Dada Nexus Limited
E-mail:
[email protected]
Christensen
In China
Mr. Rene Vanguestaine
Phone: +86-178-1749-0483
E-mail:
[email protected]
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
E-mail:
[email protected]
For media inquiries, please contact:
Dada Nexus Limited
E-mail:
[email protected]