JD.com secures 60% of CECONOMY in Media Saturn takeover bid

JD.com successfully secured 59.8% of CECONOMY AG shares after the additional acceptance period of its voluntary public takeover offer concluded on December 2, 2025. Combined with partner Convergenta's retained 25.35% stake, this brings JD.com's total control to 85.2% of the German parent company of MediaMarkt and Saturn, Europe's leading consumer electronics retailers.

The transaction, first announced on July 31, 2025, values CECONOMY at €2.2 billion in equity value. JD.com offered €4.60 per share in cash, representing a 42.6% premium to the three-month volume weighted average share price prior to the announcement. The Beijing-based company, which ranks 44th on the Fortune Global 500 and serves as China's largest retailer by revenue, entered the European market with commitments to maintain CECONOMY's workforce, operations, and brand independence.

Regulatory hurdles remain before closing

Despite securing majority shareholder acceptance, the transaction awaits foreign investment approvals from Germany, Austria, Spain, and France, plus EU foreign subsidies clearance. According to the offer documentation, the closing of the takeover offer for shares tendered during the acceptance period will be delayed until these regulatory conditions are met.

Germany's Federal Cartel Office (Bundeskartellamt) approved the acquisition on September 18, 2025, with President Andreas Mundt stating that JD.com's limited existing presence in Germany meant the merger involved parties with insignificant competitive overlap. The German Federal Financial Supervisory Authority (BaFin) approved the offer document on September 1, 2025, enabling the acceptance period to begin.

The remaining approvals focus on foreign investment screening rather than competition concerns. Subject to fulfillment of outstanding regulatory conditions, closing is expected to take place in the first half of 2026. Following completion, a delisting of CECONOMY from public markets might be implemented shortly after.

Strategic partnership aims for European market leadership

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. The partnership brings together CECONOMY's established European retail presence with JD.com's technology capabilities, supply chain expertise, and logistics infrastructure.

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 technology transfer aims to strengthen CECONOMY's capabilities while maintaining its position as a standalone European business with an independent technology stack.

CECONOMY operates more than 1,000 retail stores across 11 European countries under the MediaMarkt, MediaWorld, and Saturn brands. The company generated €22.4 billion in total sales during fiscal year 2023/24, with approximately 2 billion customer contacts annually across its omni-channel operations.

Workforce and operational commitments

JD.com and CECONOMY made important commitments to staff: no layoffs, no store closures, management remains in place, organizational structure unchanged for five years, and current consultation and participation models respected for three years. These guarantees address employee and regulatory concerns about Chinese ownership of a major European retailer.

Dr. Kai-Ulrich Deissner, CECONOMY CEO, emphasized the strategic rationale at the July announcement: "Given the constantly evolving customer expectations and market dynamics, standing still is not an option. In the coming years, we don't just want to keep pace with the transformation in European retail – we want to continue leading it. JD.com is the right partner for this."

CECONOMY will maintain strictly independent IT systems while JD.com undertakes to establish a separate European technology stack. This approach addresses data sovereignty concerns while enabling technology transfer between the organizations—a critical consideration given European regulatory scrutiny of Chinese technology companies.

Major shareholders exit, founder family remains

Major shareholders Haniel, Beisheim Foundation, and Freenet exited completely by accepting the offer, while the founder family's investment vehicle Convergenta maintains significant minority ownership. Before launching the offer, JD.com secured irrevocable undertakings from shareholders representing 31.7% of CECONOMY's total share capital, providing certainty of majority control.

Jürgen Kellerhals of Convergenta expressed support for the partnership: "We fully support the strategic investment agreement and takeover offer and are confident that it represents the best opportunity to further drive the successful transformation of CECONOMY. The technological expertise of JD.com is world-leading, as demonstrated by its success in other markets. As the long-term anchor investor, we believe this is the right step at the right time for the business, our employees, and our customers."

European retail technology consolidation continues

The transaction represents a significant development in European retail technology consolidation. Chinese investment patterns in European retail have increasingly targeted undervalued technology assets, seeking to combine Chinese operational capabilities with established European brand heritage and market access.

For digital marketing professionals, the convergence of logistics, technology, and customer data creates new opportunities for targeted advertising and measurement capabilities. CECONOMY's retail media business, which develops customized online advertising campaigns based on anonymous visitor and purchasing data, could benefit from JD.com's advanced data analytics and targeting technologies.

The electronics retail sector has faced challenges from pure-play online competitors, supply chain disruptions, and changing consumer behavior. Physical retailers like MediaMarkt and Saturn have invested heavily in omni-channel capabilities, but face structural disadvantages compared to Amazon and other e-commerce platforms in logistics costs and technology infrastructure.

Implications for European policy

The pending regulatory approvals place European policymakers in a difficult position regarding Chinese investment in strategic retail infrastructure. Germany's cartel office approved the transaction on competition grounds, but foreign investment screening examines broader strategic and security considerations beyond market concentration.

European retail maintains significant economic and employment importance, with CECONOMY operating across Germany, Austria, Switzerland, Belgium, Italy, Luxembourg, Netherlands, Spain, Poland, Hungary, and Turkey. The company's consumer electronics distribution and customer data represent strategic assets that regulators must weigh against potential benefits from Chinese technology transfer and investment.

The transaction also tests European willingness to accept Chinese ownership of major consumer-facing brands and retail infrastructure. Previous Chinese acquisitions of European technology companies have faced increasing scrutiny, with some blocked or restricted on national security grounds.

What is CECONOMY?

CECONOMY AG is an international retail company headquartered in Düsseldorf, Germany, which operates more than 1,000 consumer electronics stores in eleven countries. The company serves as Europe's leading consumer electronics platform, bringing together prominent retail brands including MediaMarkt, MediaWorld, Saturn, and Deutsche Technikberatung under a unified corporate structure.

Origins and corporate structure

The formal establishment of CECONOMY AG as an independent entity occurred in July 2017 as the result of a strategic demerger initiated by Metro AG, separating its consumer electronics operations from its wholesale and food businesses. This reorganization aimed to enable each new company to independently pursue growth strategies tailored to their specific market environments.

At the General Meeting, 99.95 percent of shareholders present gave the go-ahead for the Metro Group split, with the plan to bring about a separate share listing for CECONOMY by floating Metro Group's food retail business on the stock exchange as a new publicly listed company. The demerger was completed on July 12, 2017, when the registration in the commercial register officially established CECONOMY as an independent company.

CECONOMY is a stock corporation under German law with its registered office in Düsseldorf, with shares traded on the Prime Standard of Deutsche Börse. The company was initially part of the MDAX index from 2017 to September 2018, and has since been included in the SDAX.

The MediaMarkt and Saturn brands

While CECONOMY itself was established in 2017, its roots are deeply embedded in the history of prominent consumer electronics retailers, inheriting the legacy of MediaMarkt, founded on November 24, 1979, in Munich by entrepreneurs Leopold Stiefel, Walter Gunz, Erich Kellerhals, and Helga Kellerhals, with Markus Fernandez also playing a role. The Saturn brand has even older origins, with the first Saturn store opening in 1961 on Cologne's Hansaring.

MediaMarkt took over the competing retail chain Saturn in 1990, in which Kaufhof was already involved. In 1996, Kaufhof Holding, Metro Cash & Carry, Deutsche SB-Kauf AG, and the German department store Asko AG merged and formed Metro AG. Since the merger into the MediaMarktSaturn Retail Group, MediaMarkt and Saturn have been managed as independent brands within a centrally controlled group structure.

More than 870 stores with sales areas of up to 10,000 square meters in twelve countries, product ranges of 45,000 articles on average and an intermeshed online offering characterize MediaMarkt's retail presence. The brand emphasizes putting customers first through comprehensive omnichannel shopping experiences across physical and digital touchpoints.

Saturn operates around 140 stores in Germany and Luxembourg, with its fixed-location stores complemented by its webshop and mobile, app-based shopping. However, the Saturn brand has been consolidating in recent years. A few years ago there were still around 150 Saturn stores in Germany, but according to CECONOMY, only 87 remained in fall 2024, with 14 additional Saturn locations converted to MediaMarkt since the beginning of that year.

Outside Germany, only the MediaMarkt brand remains, as Saturn stores have been closed or converted to MediaMarkt stores in countries such as Austria, Belgium, the Netherlands, Luxembourg, and Poland in recent years. CECONOMY justifies this consolidation by citing customer inability to distinguish between the two brands, leading to investments in further development and modernization under a unified approach.

Business model and operations

CECONOMY achieved sales of €22.4 billion in fiscal year 2023/24, a 5.3% increase from the prior year, leveraging an omnichannel approach that blends a substantial physical store presence across Europe with robust online shops. The company generates approximately 24% of its sales through online channels, combining e-commerce capabilities with its extensive brick-and-mortar footprint.

The company operates several brands including MediaMarkt, Saturn, RMG (Retail Media Group), Deutsche Technikberatung, and JUKE. Beyond traditional retail operations, CECONOMY has developed multiple revenue streams to enhance profitability and adapt to changing consumer preferences.

The primary revenue stream for CECONOMY is the sale of consumer electronics and household appliances, with this foundational element supported by a growing portfolio of high-margin services and innovative monetization strategies. The company sells products across multiple categories including television sets, personal computers and tablets, smartphones, gaming consoles, music players, household appliances, outdoor equipment, drones, and navigation devices.

Deutsche Technikberatung (DTB), headquartered in Hürth, Germany, is a service company that supports customers with questions about consumer electronics, including not only installation and configuration of devices but also pre-purchase advice. This service business has become a cornerstone of CECONOMY's strategy to move beyond pure product sales toward a customer-centric service platform.

The Retail Media Group (RMG) develops customized online advertising campaigns based on anonymous visitors and purchasing data, creating an additional high-margin revenue stream by monetizing the company's extensive customer data and traffic. This retail media business experienced substantial growth, with sales up by almost 150% in certain reporting periods.

Geographic footprint

At the end of March 2025, CECONOMY had more than 1,000 stores in 11 countries across Europe, with operations spanning Germany, Austria, Switzerland, Hungary, Belgium, Italy, Luxembourg, Netherlands, Spain, Poland, and Turkey. The company generates the majority of its sales in Germany, Austria, Switzerland, and Hungary, with Germany serving as its largest single market.

CECONOMY's unique position as the largest consumer electronics retailer in Europe includes nine leading positions out of eleven markets and above two billion annual customer interactions. This scale provides significant advantages in negotiations with suppliers, marketing efficiency, and data collection for personalization and retail media applications.

The company's store network includes various formats designed to meet different customer needs. The MediaMarkt Tech Village Hamburg store is the largest contiguous electronics store in Europe, covering an area of 15,000 square meters over 5 floors. Meanwhile, CECONOMY is developing new store formats including Lighthouse Experience Centers, Xpress, and Smart stores as key answers to customers' evolving needs.

Strategic transformation

At its Capital Markets Day, CECONOMY unveiled the key drivers of its strategy to become a customer-centric service platform, switching towards a more profitable and cash generative business model with plans for more than €500 million adjusted EBIT by FY 2025/26, more than double versus FY 2021/22.

This transformation focuses on several key pillars. The retail core is moving towards omnichannel excellence with emphasis on customer experience. The company aims for an online sales share of 30% by FY 2025/26, with plans to modernize 90% of stores by that same fiscal year after having already modernized 30% of stores.

The Services & Solutions business represents a major growth opportunity. The company has achieved significant traction with extended warranty offers, trade-in services for used electronic devices, installation assistance, and consumer financing. These high-margin services help reduce reliance on cyclical product sales and enhance financial stability.

CECONOMY has also launched its Marketplace platform, which is currently live in Germany, Austria, and Spain, where it achieved sales growth of 121% in the third quarter, with around 1,060 resellers offering nearly 1.2 million products on the platform. This marketplace model expands product selection without inventory risk while generating commission revenue.

The company has developed customer loyalty programs including MyMediaMarkt and MySaturn, with plans for rollout across additional countries. These programs drive repeat purchases and generate valuable customer data for personalization and targeted marketing.

Ownership structure and shareholder base

Before the JD.com takeover agreement, CECONOMY's largest shareholders included the investment holding company Haniel, the Meridian Foundation, the telecommunications company Freenet, and the Beisheim family, along with other institutional investors such as pension funds.

The company has also maintained strategic partnerships with other major electronics retailers. In 2017, CECONOMY signed an agreement for the acquisition of a minority interest in French retail company Fnac Darty S.A., with CECONOMY holding approximately 24.33% of the shares in the company, making it Fnac Darty S.A.'s biggest shareholder. This cross-shareholding was intended to create opportunities for cooperation between Europe's leading electronics retailers.

Financial performance and market position

CECONOMY has demonstrated resilience and growth since its establishment as an independent entity, marked by consistent profitability improvements and strategic innovations. The company reported €22.4 billion in total sales during fiscal year 2023/24, with €305 million in adjusted EBIT, while managing approximately 2 billion customer contacts annually across its omnichannel operations.

In the first nine months of financial year 2022/23, free cash flow exceeded the previous year's figure by around €990 million, driven primarily by the change in net working capital thanks to successful implementation of the planned reduction of inventories and improved receivables management.

The company maintains a strong focus on digital transformation to stay competitive and meet evolving consumer expectations. This includes investments in technology infrastructure, data analytics capabilities, personalization engines, and logistics optimization. Reducing reliance on cyclical product sales by expanding high-margin business areas like services remains a key strategy to enhance financial stability.

Challenges and competitive environment

CECONOMY operates in a highly competitive environment facing pressure from pure-play online retailers like Amazon, discounters, and direct-to-consumer brands. The consumer electronics sector experiences significant price competition, rapid product cycles, and changing consumer preferences toward online shopping and price comparison.

The company has implemented cost optimization programs to address these challenges. CECONOMY aims to further reduce location cost by FY 2025/26 and increase the productivity of retail space by as much as 10% by FY 2025/26. These efficiency measures help offset pricing pressures while maintaining competitive positioning.

Prioritizing customer experience across all channels remains essential for building brand loyalty and differentiating in a crowded marketplace. CECONOMY emphasizes expert advice, convenient services like same-day delivery, installation assistance, and the combination of digital convenience with physical touchpoints as key competitive advantages over pure online players.

The electronics retail sector also faces macroeconomic sensitivity, with consumer spending on big-ticket items like televisions, computers, and appliances fluctuating with economic conditions. CECONOMY's geographic diversification across 11 European countries and product category breadth help mitigate these cyclical risks.

Timeline

• July 31, 2025: JD.com announced voluntary public takeover offer at €4.60 per share
• September 1, 2025: BaFin approved offer document and acceptance period began
• September 18, 2025: Bundeskartellamt cleared acquisition on competition grounds
• November 10, 2025: Initial acceptance period deadline
• December 2, 2025: Additional acceptance period concluded with 59.8% tender rate
• First half 2026: Expected closing pending foreign investment and EU subsidies approvals

The deal awaits foreign trade ministry approvals from Germany, Austria, Spain, and France, plus EU foreign subsidies regulation clearance. These regulatory processes examine strategic implications of Chinese ownership in European electronics retail while ensuring compliance with investment protection frameworks.

Summary

Who: JD.com, China's largest retailer ranking 44th on Fortune Global 500, acquired majority control of CECONOMY AG, parent company of MediaMarkt and Saturn electronics retailers, with support from anchor shareholder Convergenta.

What: Voluntary public takeover offer valued at €4.60 per share resulted in 59.8% acceptance rate, combined with Convergenta's retained 25.35% stake for 85.2% total control, valued at €2.2 billion equity.

When: Announced July 31, 2025, with acceptance period from September 1 through November 10, additional acceptance period through December 2, 2025, and expected closing in first half of 2026.

Where: Transaction affects CECONOMY's operations across 11 European countries with more than 1,000 MediaMarkt, MediaWorld, and Saturn retail stores generating €22.4 billion annual sales.

Why: Strategic partnership aims to accelerate CECONOMY's digital transformation through JD.com's technology, omni-channel retail expertise, and logistics capabilities while expanding JD.com's European market presence and maintaining CECONOMY's brands, workforce, and operations.