EQS-WpÜG: Takeover Offer / Target company: CECONOMY AG; Bidder: JINGDONG HOLDING GERMANY GMBH

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

[Non-binding English Convenience Translation of the German Original]

Publication of the decision to issue a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 and para. 3 in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)
 

Bidder:

JINGDONG HOLDING GERMANY GMBH

c/o Cormoran GmbH, Am Zirkus 2

10117 Berlin

Germany

Registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf under HRB 107672.

Target:

CECONOMY AG

Kaistrasse 3

40221 Düsseldorf

Germany

Registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf under HRB 39473.

ISIN: DE0007257503 (WKN: 725750)
 

Today, JINGDONG HOLDING GERMANY GMBH (the “Bidder”), a wholly-owned indirect subsidiary of JD.com, Inc., decided to make a voluntary public takeover offer to all shareholders of CECONOMY AG (the “Company” or “CECONOMY”) for the acquisition of all non-par value bearer shares in the Company (the “CECONOMY Shares”) against payment of cash consideration in the amount of EUR 4.60 per CECONOMY Share (the “Takeover Offer”).

The Bidder and the Company signed an investment agreement today regarding the Takeover Offer and their intended cooperation after completion of the Takeover Offer.

Furthermore, regarding their future cooperation, the Bidder and CECONOMY’s largest shareholder group comprising Convergenta Invest GmbH and related shareholders (together “Convergenta”) entered into a shareholders’ agreement today, effectiveness of which is subject to the completion of the Takeover Offer. Therefore, post completion of the Takeover Offer, Convergenta will hold 25.35% of the CECONOMY Shares, reducing its current shareholding in CECONOMY from 29.16% by an irrevocable undertaking to accept the Takeover Offer with respect to 3.81% of the CECONOMY Shares. Also today, the Bidder has 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 (including 3.81% from Convergenta).

The Takeover Offer will be subject to customary conditions, including, among others, merger control, foreign direct investment and foreign subsidies clearances. The Takeover Offer will not be subject to a minimum acceptance rate.

The Offer Document (in German and a non-binding English translation) which will set forth the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on the internet at the website www.green-offer.com.

Important notice:

This announcement is for information purposes only and is neither an offer to purchase nor a solicitation of an offer to sell CECONOMY Shares. The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer will be communicated in the Offer Document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the Offer Document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of CECONOMY Shares are strongly advised to read the Offer Document and all other documents relating to the Takeover Offer as soon as they have been made public, as they will contain important information. The Offer Document for the Takeover Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Takeover Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), amongst other information, on the internet at www.green-offer.com.

The Takeover Offer will be 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 Takeover Offer will not be 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 Takeover 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 Takeover 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 Takeover 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. The Takeover Offer announced in this announcement will relate to shares in a German company admitted to trading on the Frankfurt Stock Exchange and will be 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.

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 forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will change their intentions and estimates stated in documents or notifications or in the Offer Document yet to be published after publication of the documents, notifications or the Offer Document.

Düsseldorf, 30 July 2025

JINGDONG HOLDING GERMANY GMBH

End of WpÜG announcement