Reference is made to the announcement of JD Logistics, Inc. (“JD Logistics”), a consolidated subsidiary of JD.com, Inc. (the “Company” or “JD.com”), in relation to the acquisition of the equity interest in 寧波梅山ä¿ç¨…港å€å¾·é‚¦æŠ•è³‡æŽ§è‚¡è‚¡ä»½æœ‰é™å…¬å¸ (Ningbo Meishan Baoshui area Deppon Investment Holding Company Limited*, the “Deppon Holdco”) through an indirectly wholly-owned subsidiary of JD Logistics, dated March 13, 2022.
JD.com today announced that JD Logistics, through its indirectly wholly-owned subsidiary, has entered into a series of agreements with the shareholders of Deppon Holdco in relation to the proposed acquisition of approximately 99.99% equity interest of Deppon Holdco, which in turn holds a total of approximately 66.50% of the issued share capital of Deppon Logistics Co., Ltd (“Deppon”, Shanghai Stock Exchange stock code: 603056), for a total consideration of approximately RMB9.0 billion. Deppon is an integrated, customer-centered logistics company providing a wide range of solutions including Less-Than-Truckload (LTL) transportation, Full Truck Load (FTL) transportation, delivery services, and warehousing management in China.
The transaction is subject to a staggered acquisition arrangement and certain customary closing conditions, including relevant regulatory approvals. There are risks and uncertainties for the proposed transactions, including but not limited to, the risks and uncertainties on the timing of the consummation of the transactions; the risk that certain closing conditions of the transactions may not be satisfied on a timely basis, or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions; adverse changes in 2 general economic or market conditions; and actions by third parties, including government agencies, that may adversely affect the proposed transactions.
Upon completion of the proposed transactions, Deppon Holdco (including Deppon and its subsidiaries) will become a subsidiary of JD Logistics, and its financial results will be consolidated into JD Logistics’ consolidated financial statements. As Deppon is listed on the Shanghai Stock Exchange, subject to the satisfaction of the conditions set out in the agreements and the completion of the proposed transactions, JD Logistics will make a mandatory general offer for all the issued, unrestricted and tradable shares of Deppon (excluding the issued and unrestricted shares of Deppon held by the Deppon Holdco) at a price of RMB13.15 per share.