Dingdong Enters $717M Share Purchase Agreement with Meituan Subsidiary
Dingdong announced that it has entered into a definitive share purchase agreement with Two Hearts Investments, a wholly-owned subsidiary of Meituan. Pursuant to the share purchase agreement, Dingdong has agreed to sell to the buyer all issued and outstanding shares of Dingdong Fresh Holding, Dingdong's wholly-owned subsidiary incorporated in the British Virgin Islands, which holds through a series of wholly-owned and majority equity interest subsidiaries substantially all of the company's operations in China. The company's international business is not part of the transaction and will be retained by the company following any necessary reorganizational processes to be completed prior to the closing of the transaction. The company's board of directors has approved the company entering into the share purchase agreement after a thorough review of the terms of transaction with its financial and legal advisors. The consummation of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of antitrust and other required regulatory approvals. The company plans to convene an extraordinary general meeting for shareholders to vote on approval of the transaction. Under the terms of the share purchase agreement, based on the balance sheet as of December 31, 2025, and after Dingdong receives total cash not exceeding $280M from Dingdong BVI and its subsidiaries, the buyer will pay total cash consideration of $717M in the transaction. This amount is subject to adjustments based on certain net cash, net working capital and other financial line items of the Target Company as of certain agreed upon dates. The adjusted consideration will be payable in cash in two installments: 90% of the consideration payable at closing, and the remaining 10% payable following the company's settlement of applicable taxes related to the transaction.
