JINGDONG HOLDING GERMANY GMBH
02.12.2025 - 14:00:03JD.com successfully secures 59.8% of CECONOMY as final result after end of additional acceptance period
| JINGDONG HOLDING GERMANY GMBH / Key word(s): Mergers & Acquisitions 02.12.2025 / 14:00 CET/CEST The issuer is solely responsible for the content of this announcement. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION Total shareholding of 85.2% in combination with the retained stake of JD.com’s future partner Convergenta upon completion of the Offer Closing of the transaction remains subject to customary regulatory clearances and is expected to take place in the first half of 2026 Together with Convergenta, JD.com and CECONOMY aim to accelerate the further transformation of CECONOMY and support CECONOMY’s long-term growth as a leading European omni-channel retailer Beijing, China / Düsseldorf, Germany – 2 December 2025: JINGDONG HOLDING GERMANY GMBH (the "Bidder"), a wholly-owned indirect subsidiary of JD.com, Inc. (together with the Bidder and other companies of JD.com group "JD.com"), published the final result of its voluntary public takeover offer (the “Offer”) for all shares of CECONOMY AG (“CECONOMY” or the “Company”; the "CECONOMY Shares", ISIN: DE0007257503). JD.com has successfully secured c. 59.8% of the share capital and voting rights of CECONOMY after the end of the additional acceptance period. This results in a total shareholding of 85.2% in CECONOMY in combination with the retained stake of JD.com’s future partner Convergenta. This milestone reflects JD.com’s long-term commitment to Europe and underscores its confidence in CECONOMY’s strong position as a leading consumer electronics retailer. Closing of the transaction remains subject to customary regulatory clearances, including foreign investment and EU foreign subsidies approvals as set out in the Offer Document and to the extent such clearances have not already been received. Subject to the fulfilment of these conditions and approvals, the closing of the Offer is expected to take place in the first half of 2026. JD.com would then become the new majority shareholder of CECONOMY. A delisting might be implemented shortly after the completion of the Offer. Together with Convergenta, JD.com and CECONOMY aim to accelerate the further transformation of CECONOMY through the technology, omni-channel retail and logistics capabilities of JD.com to support CECONOMY’s long-term growth as a leading European omni-channel retailer. JD.com, renowned for its superior customer experience and industry-leading e-commerce logistics service standards, will gradually contribute its advanced technology, leading omni-channel retail expertise, and logistics and warehouse capabilities to the partnership. This will strengthen CECONOMY’s capabilities and further develop its core business and capitalize on its market position. As part of the strategic roadmap, 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 Offer Document and other information pertaining to the Offer (in both English and German language) are available at www.green-offer.com. *** About JD.com JD.com is a global leading supply chain-based technology and service provider. The company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries. JD.com’s business has expanded across retail, technology, logistics, health, property development, industrials, private label, insurance and international business. Ranking 44 on the Fortune Global 500, JD.com is China’s largest retailer by revenue. The company reported revenue of USD 158.8 billion (EUR 152.8 billion) in the financial year ended December 31, 2024. In the nine months of the current financial year that ended on 30 September 2025, JD.com reported revenue of USD 134.4 billion (EUR 114.5 billion). JD.com has been listed on NASDAQ since 2014, and on the Hong Kong Stock Exchange since 2020. For media resources please visit https://jdcorporateblog.com/media-resources/. About CECONOMY CECONOMY AG simplifies life in the digital world. The company is a leader for concepts and brands such as MediaMarkt, MediaWorld and Saturn in the consumer electronics sector in Europe. The companies in the CECONOMY portfolio have billions of consumer contacts per year and offer products, services and solutions that make life in the digital world as easy and convenient as possible. MediaMarktSaturn is a leading brand in the consumer electronics business in Europe. In this way, they create added value for customers and investors alike. Contacts Investor Relations IR@JD.com Media Relations Press@JD.com FTI Consulting Lutz Golsch +49 173 6517710 lutz.golsch@fticonsulting.com Robert Labas +49 175 601 2124 robert.labas@fticonsulting.com Important notice This announcement is for information purposes only and constitutes neither an offer to purchase nor a solicitation of an offer to sell CECONOMY Shares. The final terms of the Offer as well as other provisions relating to the Offer are set out in the Offer Document as approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of CECONOMY Shares are strongly advised to read the Offer Document and all other documents relating to the Offer, as they contain important information. The Offer is implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America. The Offer is not conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals, or authorizations for the Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of CECONOMY Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Offer would be prohibited by applicable law. The Bidder, its financial advisors and its affiliates reserve the right, to the extent permitted by law, to directly or indirectly acquire additional CECONOMY Shares outside the Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire shares will comply with the applicable German statutory provisions and Rule 14e-5 of the Securities Exchange Act of 1934 (the "Exchange Act"). Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States of America. The Offer published in this announcement relates to shares in a German company admitted to trading on the Frankfurt Stock Exchange and are subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States of America and other jurisdictions in certain material respects. Any contract entered into with the Bidder as a result of the acceptance of the Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States of America (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the Offer under United States of America federal securities laws (or other laws they are acquainted with) since the Bidder and the Company are located outside the United States of America (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States of America (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States of America company or its officers or directors in a non-United States of America court for violations of United States of America securities laws. It also may not be possible to compel a non-United States of America company or its subsidiaries to submit themselves to a United States of America court’s judgment. To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words “intend”, “will” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates, and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forwardlooking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will in future change their intentions and estimates stated in documents or notifications or in the Offer Document published hereby. 02.12.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group. The issuer is solely responsible for the content of this announcement. The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. View original content: EQS News |
| Language: | English |
| Company: | JINGDONG HOLDING GERMANY GMBH |
| c/o Cormoran GmbH Am Zirkus 2 | |
| 10117 Berlin | |
| Germany | |
| EQS News ID: | 2238998 |
| End of News | EQS News Service |
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