JD.com to make public takeover offer for Ceconomy

JD.com (JD) decided to make a voluntary public takeover offer, through a wholly-owned indirect subsidiary Jingdong Holding Germany, to all shareholders of Ceconomy, the parent company of European consumer electronics retailers MediaMarkt and Saturn, to acquire all issued and outstanding bearer shares in Ceconomy for a cash consideration of EUR4.60 per share. The bidder and Ceconomy have also signed an investment agreement regarding the Takeover Offer and their intended cooperation after completion of the Takeover Offer. The bidder and Ceconomy’s largest shareholder group, Convergenta, entered into a shareholders’ agreement as a result of which Convergenta will hold 25.35% of the Ceconomy Shares, reducing its current shareholding in Ceconomy from 29.16%. The bidder has also entered into agreements with several shareholders of Ceconomy, under which those shareholders have irrevocably undertaken to accept the Takeover Offer with respect to 31.7% of the Ceconomy Shares in total, securing a total shareholding of 57.1% in combination with the retained stake of JD.com’s future partner Convergenta ahead of the launch of the Takeover Offer. Ceconomy is a European retail leader in the field of consumer electronics. Ceconomy will remain a stand-alone business in Europe with a local independent technology stack, and no changes are planned to the workforce, employee agreements and sites. The takeover offer will not be subject to a minimum acceptance rate. The transaction will be financed through a combination of acquisition loan and the company’s cash on balance sheet. The closing of the takeover offer is expected to take place in the first half of 2026.