JD.com, Inc. (NASDAQ: JD) filed an F-1 form with the Securities and Exchange Commission for a secondary offering. The terms are being set for the offering as a maximum proposed price of $11.36 per share on 43.7 million shares or 21.8 million ADSs, the filing is valued at roughly $496 million.
The underwriters for the offering are BofA Merrill Lynch, China Renaissance, Barclays, UBS, and Jefferies.
It is important to note that each ADS will represent two Class A ordinary shares, these are not being sold by the company but by the selling shareholders. Holders of Class A and Class B shares have the same rights except when it comes to voting where Class A shares are entitled to one vote and Class B shares are entitled to 20 votes.
An existing shareholder, Huang River Investment Limited, wholly owned by Tencent Holdings Limited, has indicated its interest in purchasing, by itself or through its affiliates, up to an aggregate of $150 million of ADSs offered in this offering at the offer price and on the same terms as the other ADSs being offered in this offering. The selling shareholders and the underwriters are currently under no obligation to sell ADSs to it. The number of ADSs available for sale to the general public will be reduced to the extent that this shareholder or its affiliates purchases our ADSs.
Selling Shareholders in the offering include HHGL 360Buy Holdings, Ltd., DST Global Funds, and Best Alliance International Holdings Limited. Each of the firms is offering:
- DST 16 million of the ADSs
- HHGL 360Buy 2.2 million of ADSs
- Best Alliance 3.6 million of ADSs
JD.com is the largest online direct sales company in China in terms of transaction volume in the third quarter of 2014, with a market share in China of 51.9%, according to iResearch. Through its website and mobile applications, the company offers a selection of authentic products at competitive prices which are delivered to the customer. There are online and in-person payment options and customer services.
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Shares of JD.com were up 11% at $24.39 in the last hour of trading. The stock has a consensus analyst price target of $32.54 and a 52-week trading range of $19.94 to $33.10. It has a market cap of $33 billion. Stocks usually fall when secondary offerings are coming down the pipe. Yet this is an instance where that did not occur.
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