Dada Announces Shareholders’ Approval of Merger Agreement

Rhea-AI Summary

Dada Nexus Limited (NASDAQ: DADA), China's leading local on-demand retail and delivery platform, announced that shareholders have approved the merger agreement with JD Sunflower Investment Limited. At the extraordinary general meeting (EGM), approximately 73.4% of the company's total outstanding ordinary shares participated in the vote, with 92.1% of votes cast in favor of the merger. The agreement, dated April 1, 2025, will result in Dada becoming a wholly owned subsidiary of JD Sunflower Investment Limited. Upon completion, Dada will become a private company, and its ADSs will be delisted from the NASDAQ Global Select Market. The merger's completion remains subject to satisfying or waiving conditions outlined in the merger agreement.

Positive

• High shareholder approval rate of 92.1% indicates strong support for the merger
• Strategic merger with JD could provide stronger operational and financial backing
• Going private could allow for more flexible long-term strategic decisions without public market pressures

Negative

• Delisting from NASDAQ will reduce liquidity for current shareholders
• Public investors will lose the ability to participate in the company's future growth
• Merger completion still subject to additional conditions that could delay or prevent the transaction

SHANGHAI, China, June 10, 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 at an extraordinary general meeting of shareholders (the “EGM”) held today, the Company’s shareholders voted in favor of 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”), pursuant to which, at the effective time of the merger, Merger Sub will merge with and into the Company and cease to exist, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent, 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.

Approximately 73.4% of the Company’s total outstanding ordinary shares, including the ordinary shares represented by the Company’s American depositary shares (the “ADSs”), as of 5 p.m. Cayman Islands time on the share record date of May 22, 2025 voted in person or by proxy at the EGM. The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the merger, were approved by approximately 92.1% of the total votes cast at the EGM.

Completion of the merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. The Company will work with the other parties to the Merger Agreement towards completing the merger in due course. If consummated, the merger will result in the Company becoming a privately held company and its ADSs will no longer be listed or traded on any securities exchange or quotation system, including the NASDAQ Global Select Market, and the Company’s ADS program will be terminated.

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 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: ir@imdada.cn

Christensen
In China
Mr. Rene Vanguestaine
Phone: +86-178-1749-0483
E-mail: rene.vanguestaine@christensencomms.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
E-mail: linda.bergkamp@christensencomms.com

For media inquiries, please contact:

Dada Nexus Limited
E-mail: PR@imdada.cn

FAQ

What percentage of Dada (DADA) shareholders approved the merger agreement?

92.1% of the total votes cast at the EGM approved the merger agreement, with 73.4% of total outstanding shares participating in the vote.

What will happen to Dada stock after the merger with JD Sunflower?

After the merger completion, Dada will become a private company and its ADSs will be delisted from the NASDAQ Global Select Market, with the ADS program being terminated.

When was the merger agreement between Dada and JD Sunflower announced?

The merger agreement was announced on April 1, 2025.

What will happen to Dada after the merger completion?

Dada will become a wholly owned subsidiary of JD Sunflower Investment Limited and operate as a private company.

Is the Dada merger with JD Sunflower completed?

No, the merger's completion is still subject to the satisfaction or waiver of conditions set forth in the Merger Agreement.