JD.com, Inc. (NASDAQ: JD) disclosed that JD Logistics, Inc. which is a consolidated subsidiary of JD.com, has inked a placing agreement, in accordance with which JD Logistics has decided to issue 150,500,000 of its ordinary shares to a group of third-party investors for a total buying price of nearly $398 million in a placement.
Likewise, JD.com has inked a subscription agreement with JD Logistics through its wholly-owned subsidiary (the JD Entity), in accordance with which JD Entity has consented to sign up for, and JD Logistics has consented to issue, 261,400,000 ordinary shares of JD Logistics at the same per-share price as the JDL Placement, for a total buying price of around $692 million in cash.
Furthermore, JD.com, through the JD Entity, will maintain its investment in JD Logistics at approximately 63.5 percent following the execution of the JDL Placement and the JD Subscription and will continue to combine JD Logistics' financial performance into its financial accounts.
In addition, the JDL Placement and JD Subscription are not contingent on each other, and both are dependent on certain conventional closing conditions, including the authorization of the Stock Exchange of Hong Kong Stock Limited (the Hong Kong Stock Exchange) for the listing of the newly issued shares. It is also dependent on the authorization of JD Logistics' independent shareholders for the JD Subscription.