On November 3, the European Commission conditionally approved JD.com's acquisition of German consumer electronics retailer Ceconomy in accordance with the "Foreign Subsidies Regulation" (Foreign Subsidies Regulation, hereinafter referred to as FSR). JD.com is required to provide warehousing, logistics, and technical services to third-party retailers under the same conditions as those provided to Ceconomy for the next 10 years, and internal transactions within the group must follow market conditions. The fulfillment of these commitments will be supervised by an independent trustee.
In its investigation, the European Commission found that JD.com received foreign subsidies in the form of preferential financing, tax incentives, and grants from China, which may distort the internal market of the European Union. These subsidies are related to the logistics and technical capabilities that will be provided to Ceconomy after the transaction is completed. They may also enable JD.com and the merged entity to more easily finance their operations in the EU market, and may have an adverse effect on other market participants through aggressive pricing.
To address the aforementioned concerns, JD.com has made three commitments.
- The internal group transactions between JD.com and Ceconomy are conducted according to market conditions, including the financing provided by JD.com to Ceconomy.
- The conditions under which JD.com provides warehousing and logistics services to third-party retailers are the same as those provided to Ceconomy.
- Technical services are provided to third parties on the same terms.
The European Commission stated that, following market testing, both parties have strengthened their commitments regarding internal group transactions and financing in response to the main weaknesses identified in their competitors, and have improved the terms for third parties to obtain logistics and technical services. The Commission believes that these commitments are sufficient to eliminate distortions caused by subsidies, to prevent JD.com from providing cross-subsidies to Ceconomy, and to eliminate any competitive advantages that the merged entity may gain from its subsidized logistics and technical capabilities. The commitments are valid for a period of 10 years and will be supervised by an independent trustee, with the European Commission responsible for monitoring their implementation.
This transaction was announced in July 2025. JD.com made an acquisition offer to all shareholders of Ceconomy at €4.6 per share in cash, and based on the offer price, the equity value of Ceconomy is approximately 2.2 billion euros.
After the additional acceptance period ended on November 27, 2025, JD.com announced the final results on December 2, having obtained approximately 59.8% of the share capital and voting rights. Together with the 25.35% shares retained by the founding family's investment company Convergenta, the two parties hold a total of about 85.2% of the shares.
As of September 30, 2025, brands such as MediaMarkt, MediaWorld, and Saturn under Ceconomy are operating 1,067 stores in 11 European countries.
According to the FSR rule, if at least one of the transaction participants is established in the European Union and has a turnover of 500 million euros within the EU, and if any of the transaction parties have received a total financial contribution of 50 million euros from a third country within three years prior to the earliest of the following events: signing the transaction agreement, announcing a public offer, or obtaining control rights, then they must report to the European Commission. On May 28, 2026, the European Commission initiated an in-depth investigation into this case and subsequently issued a statement explaining its reasons to JD.com.
On August 19, China's Ministry of Justice issued Announcement No. 8, determining that the EU's cross-border investigation practices against Chinese entities in its investigation of JD.com constituted improper extraterritorial jurisdiction. No organization or individual is permitted to carry out or assist in such investigations. JD.com previously stated that the funds for this acquisition came from external private bank debts and available cash generated from its daily business operations.
From the FSR merger case made public by the European Commission, previous cases that underwent in-depth investigation include the UAE's acquisition of PPF Telecom and Abu Dhabi National Oil Company's acquisition of a German chemical company Covestro. Both cases were concluded with conditional approval and the acceptance of commitments. This case is the first Chinese-funded merger to undergo in-depth investigation since the entry into force of FSR, and it is also the first Chinese-funded merger to be concluded through the acceptance of commitments.
Logistics, technical capabilities, and internal financing arrangements of the group were incorporated into the relief design. The EU's review not only concerns the foreign subsidies themselves but also how the resulting logistics and technical capabilities are to be utilized within the merged entity. For Chinese-funded enterprises that subsequently carry out mergers and acquisitions in Europe, this set of commitment frameworks may serve as a reference.
As of November 3rd, the transaction has not yet been fully settled. On that day, Ceconomy announced that this approval from the EU represented the last regulatory clearance required for the offer documents. Prior to this, the transaction had already received foreign investment approvals from Germany, France, Italy, Spain, and Austria.
Once all the conditions of the offer are met, both parties will complete the delivery in the coming days. The specific implementation of the ten-year commitment will be a key area of ongoing supervision by the European Union after the transaction is completed.
