Meituan to Buy Dingdong Fresh China for $717M

Dingdong (Cayman) Limited has signed a definitive share purchase agreement to sell its China fresh grocery operations to Two Hearts Investments Limited, a wholly owned subsidiary of Meituan, for headline cash consideration of US$717 million. The deal transfers all issued and outstanding shares of Dingdong Fresh Holding Limited, which holds substantially all of Dingdong’s Chinese operations.

Dingdong will retain its international business after a carve-out. Payment is structured as 90% at closing and 10% after tax settlement. The agreement includes a five-year non-compete in the to-consumer fresh grocery e-commerce sector in Greater China, a no-shop clause, and tiered termination fees. Closing depends on shareholder approval, China antitrust clearance, completion of the overseas carve-out and tax filings, and no material adverse effect.