Tencent, JD.com, Vipshop announce equity investment

Tencent Holdings, JD.com and Vipshop Holdings recently jointly announced that investment holding conglomerate Tencent and Chinese e-commerce company JD.com have entered into definitive agreements with Vipshop, an online discount retailer for brands in China, such that Tencent and JD.com will invest approximately US$863 million in cash in Vipshop at the closing of the transaction.

Tencent and JD.com will subscribe for newly issued Class A ordinary shares of Vipshop in the amount of approximately US$604 million and approximately US$259 million, respectively. The purchase price will be US$65.40 per Class A ordinary share, which is equivalent to US$13.08 per American Depositary Share (ADS) of Vipshop, five of which represent one Class A ordinary share. The purchase price represents a 55% premium over the closing price of the ADSs as of the last trading day on December 15, 2017.

Upon closing transaction, Tencent and JD.com will beneficially own, taking into account any existing holding, approximately 7% and 5.5%, respectively, of Vipshop’s total issued shares. The Class A ordinary shares issued to Tencent and JD.com will be subject to a two-year lock up restriction. Tencent and JD.com will have the right to appoint a director and an observer, respectively, to Vipshop’s board of directors during the two-year lockup period. After the end of the lock-up period, for so long as Tencent and JD.com hold approximately 12% and 8%, respectively, of Vipshop’s total issued shares, or otherwise by mutual agreement with Vipshop, they will maintain director and board observer rights.

Concurrently with the entry of the share subscription agreement, Tencent and JD.com have entered into business cooperation agreements with Vipshop, effective upon closing, establishing a cooperative relationship among Tencent, JD.com and Vipshop. Under these agreements, Tencent will grant Vipshop an entry on the interface of Weixin Wallet enabling Vipshop to utilise traffic from Tencent’s Weixin platform, and JD.com will grant Vipshop entries on both the main page of JD.com’s mobile application and the main page of its Weixin Discovery shopping entry, and will assist Vipshop in achieving certain GMV targets through JD.com’s platform.

“This undoubtedly is an important event for Vipshop as well as China's e-commerce and internet industries. We, together with Tencent and JD.com, will leverage our respective strengths to form a strategic cooperative alliance aiming to achieve a deep, win-win cooperation and to benefit internet users and consumers. We will develop a holistic cooperation with Tencent on the Weixin platform and expand our strategic alliance with Tencent into more and broader areas.  We will explore win-win opportunities in multiple areas with JD.com, including establishing a strategic alliance in collaboration with brand suppliers, and an on-line traffic alliance. We will continue to operate as an independent e-commerce platform and further deepen and enhance our leading e-commerce capabilities in fashion (including apparel, shoes, bags and accessories) and cosmetics categories as well as our strong female user base, thereby offering higher value and better user experience to our customers,” said Eric Ya Shen, Vipshop’s co-founder, CEO and chairman of the board of directors.

“The strength of Vipshop’s flash sale and apparel businesses, as well as its outstanding management team, create clear and strong synergies with us,” added Richard Liu, chairman and CEO of JD.com. “This partnership will further extend the strong inroads that we have made with female shoppers, and will expand the breadth and reach of our fashion business.”

President of Tencent Holdings Martin Lau commented the company looks forward to providing Vipshop with its audiences, marketing solutions and payment support to help the latter provide branded apparel and other product categories to China’s rising middle class. "We already see substantial demand from our users to discover, discuss and purchase branded apparel in our applications, and we believe that connecting our users more deeply to products on Vipshop’s platform will enrich their online experiences while benefiting Vipshop. We are proud of the role our resources such as marketing technology, payments handling and machine learning play in facilitating a healthy and diverse retail ecosystem -- online and offline.”