August 29, 2025 | Consumer Discretionary | Europe | Active

Ceconomy / JD.com: Deal Insight


On 30-Jul-25, Beijing-based ecommerce group JD.com announced a bid to buy German electronics retailer Ceconomy, formerly “Metro”. Under the offer terms, Ceconomy shareholders will receive €4.60 per share, representing a 43% premium to its three-month volume-weighted average price (VWAP) and a 23% premium to its undisturbed price on 23-Jul-25, the day before Ceconomy confirmed takeover discussions. The target’s management and supervisory boards support the takeover offer, subject to a review of the offer document. Once the offer document is published, the boards will issue its reasoned opinion. JD.com will finance the deal through a mix of debt and cash. There is no minimum acceptance condition, but JD.com has secured the backing of the Ceconomy founding family’s investment fund, Convergenta Invest, which holds 29.16%. Convergenta has committed to tender 3.81% of its stake and will retain the remaining 25.35%. In addition, Haniel Finance Deutschland (“Haniel”), Beisheim Holding (“Beisheim”), BC Equities, and Freenet, together holding 27.9% of Ceconomy, have entered into irrevocable undertakings to accept the offer. In total, JD.com has secured support from anchor shareholders representing 57.1%. The takeover will be subject to antitrust approvals and foreign investment clearances in Germany, as well as clearance under the EU’s FSR. JD.com confirmed that it will not pursue a domination and/or profit and loss transfer agreement (“DA”). Instead, it intends to launch a delisting offer for Ceconomy. The companies expect to publish the offer document in ...


Contents

  • Merger Agreement
  • Merger Rationale
  • Antitrust Risks
  • Chinese Outbound Investment Considerations
  • Foreign Investment Clearance Risks
  • Germany’s BMWK
  • EU FSR
  • Shareholder Acceptance and the Back-End
  • Trading Recommendation





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