JD Group-SW decides to make a voluntary public takeover offer to CECONOMY and establish a strategic investment partnership

According to the Zhitong Finance APP, JD Group-SW (09618) announced today that it has decided to make a voluntary public acquisition offer to all shareholders of CECONOMY AG (CECONOMY) (XETRA: CEC), the parent company of Europe's leading consumer electronics retailers MediaMarkt and Saturn, through its wholly-owned indirect subsidiary JINGDONG Holding Germany GmbH (the bidder), offering €4.60 in cash per share to acquire all issued and outstanding bearer shares of CECONOMY (the acquisition offer).

The bidder and CECONOMY have also signed an investment agreement regarding the acquisition offer and the intention for cooperation after the completion of the acquisition offer. In addition, regarding future cooperation matters, the bidder has signed a shareholder agreement with CECONOMY's largest shareholders, including Convergenta Invest GmbH and related shareholders (collectively referred to as Convergenta), which is contingent upon the completion of the acquisition offer. Therefore, after the completion of the acquisition offer, Convergenta will hold 25.35% of CECONOMY shares.

Convergenta has accepted the acquisition offer for its 3.81% CECONOMY shares through an irrevocable commitment, reducing its stake in CECONOMY from the existing 29.16% to the aforementioned percentage. The bidder has also signed agreements with several shareholders of CECONOMY, under which these shareholders have made irrevocable commitments to accept the acquisition offer for a total of 31.7% of CECONOMY shares (including the 3.81% from Convergenta). Combined with the shares retained by Convergenta, this move allows the bidder to secure support for a total of 57.1% of shares prior to this public acquisition offer.

CECONOMY is a leader in the European consumer electronics retail industry. Its main brands, MediaMarkt and Saturn, operate an omnichannel retail business that combines a strong e-commerce presence with over 1,000 retail stores across 11 countries. According to the strategic investment agreement, the company and CECONOMY aim to drive CECONOMY's growth while maintaining its independent operations and accelerating its transformation into Europe's leading omnichannel consumer electronics platform. JD will bring advanced technology, leading omnichannel retail experience, and logistics and warehousing capabilities to this collaboration, enhancing CECONOMY's core business development and fully leveraging its market position advantages. As part of its strategic planning, CECONOMY will maintain independent operations in Europe, with a local independent technology infrastructure, and has no plans to adjust personnel, employee agreements, or office locations. CECONOMY's supervisory board and management committee fully support this public acquisition offer "Cooperation with CECONOMY will create a leading new generation consumer electronics platform in Europe," said Xu Ran, CEO of JD.com. "CECONOMY's market leadership, solid customer relationships, and growth momentum have become significant advantages. We will firmly invest resources to support its talent development and unique corporate culture, continuing to achieve great results based on the existing foundation. We will work hand in hand with the team to strengthen capabilities while leveraging our advanced technological capabilities to accelerate the transformation process that CECONOMY is promoting. We are committed to driving the further development of the CECONOMY platform in Europe, creating long-term value for customers, employees, investors, and local communities. We have full confidence in CECONOMY's management team and look forward to jointly opening the next chapter of development."

Kai-Ulrich Deissner, CEO of CECONOMY, stated, "With JD.com's leading retail, logistics, and technological capabilities, we can further accelerate our successful growth trajectory and exceed our current strategic goals. Thanks to the relentless efforts and dedication of the entire team, CECONOMY is in a robust development phase. Given the constantly changing customer expectations and market dynamics, maintaining the status quo is not feasible. In the coming years, we not only hope to keep pace with the transformation of the European retail industry but also to continue leading this trend. JD.com is our ideal partner. Both of us value our customers and firmly believe that our employees, the solid partnerships established with international brand manufacturers, and the integration of digital and physical businesses are the keys to success. Based on our complementary advantages and shared values, we are collaborating with JD.com to strengthen the development of the European retail industry."

"We fully support this strategic investment agreement and acquisition offer and believe it is the best opportunity to further drive CECONOMY's successful transformation," said Jürgen Kellerhals, a key shareholder of Convergenta. "CECONOMY's management team has a clear strategic vision, and JD.com has the resources and expertise needed to accelerate the next phase of development for the company (CECONOMY). JD.com's technological strength is globally leading, and its successful performance in other markets has fully proven this. As a long-term key shareholder, we believe this is the right step at the right time for business development, employees, and customers."

This acquisition offer will be subject to customary conditions, including operator concentration, foreign direct investment, and foreign subsidy approvals. The acquisition offer is not subject to a minimum acceptance ratio. The funding for this transaction will be arranged through a combination of acquisition loans and existing cash on the company's balance sheet. The acquisition offer is expected to be completed in the first half of 2026