EU conditionally clears JD.com's €2.2 billion Ceconomy takeover

Shares rise after Brussels clears Ceconomy deal

JD.com shares rose as much as 5% intraday on 5 November in Hong Kong, and were up 5.63% at HK$112.5 by press time, with turnover of HK$580 million (about $73.9 million). Ceconomy said the 3 November decision was the final outstanding regulatory approval under its offer document.

What the 10-year commitments change

Three commitments sit at the centre of the decision. JD.com must conduct transactions with Ceconomy, including financing, on market terms; it must give third-party retailers access to its warehousing and logistics on the same terms as Ceconomy; and it must do the same for its technology services. An independent trustee, reporting to the Commission, monitors compliance for the full ten years.

Teresa Ribera, the Commission's competition chief, said the measures would prevent cross-subsidisation of the companies' European operations and protect competition in the retail and ecommerce sectors.

JD.com chief executive Sandy Xu said: "Our ambition is to support Ceconomy in accelerating its growth in a sustainable way, to further strengthen its competitive position in Europe and continue to innovate in an evolving retail market".

Why Brussels demanded remedies

The Commission opened an in-depth investigation on 28 May 2026 and subsequently issued a statement of objections. Its question was not whether the deal harmed competition in Germany, but where the money came from.

In its findings, the Commission said JD.com had received preferential financing, tax incentives and grants from China, and that these were linked to the logistics and technical capabilities to be supplied to Ceconomy after closing. It said the subsidies could make it easier for the merged entity to finance EU operations and to press rivals through aggressive pricing.

After a market test, the parties strengthened their commitments on intra-group transactions and financing and improved the terms for third-party access to logistics and technical services. The Commission judged the revised package sufficient to eliminate the distortions it had identified.

A first under the EU's foreign subsidy rules

The Foreign Subsidies Regulation has applied since 12 July 2023 and lets the Commission examine deals where foreign state support could distort competition in the single market. This is the first Chinese acquisition to enter an in-depth investigation since the FSR took effect, and the first Chinese acquisition to be concluded via commitments.

Earlier in-depth cases ended the same way. The Commission conditionally cleared UAE telecom group e&'s acquisition of PPF Telecom and Abu Dhabi National Oil Company's purchase of Covestro after the parties offered remedies.

JD.com announced the takeover in July 2025 with a cash tender offer at €4.6 per share, valuing Ceconomy's equity at about €2.2 billion, or about $2.5 billion. After the additional acceptance period closed on 27 November 2025, JD.com reported on 2 December 2025 that it held about 59.8% of share capital and voting rights; with Convergenta's 25.35%, the two sides hold about 85.2%.

National foreign investment clearances had already come through in Germany, France, Italy, Spain and Austria. Ceconomy runs more than 1,000 stores in 11 European countries and employs about 50,000 people.

What happens next

JD.com aims to close by 12 November, according to Reuters. Ceconomy said all offer conditions had been fulfilled and completion was expected within days.