EU Commission Approves Takeover Subject to Conditions
The European Commission has approved the acquisition of CECONOMY AG by JD.com, Inc. under the Foreign Subsidies Regulation. The clearance is conditional upon the companies involved fully complying with the commitments they have given to the Commission.
The decision concludes the Commission’s in-depth investigation of the proposed transaction. It had opened the in-depth investigation on 28 May 2026 because it considered that there were indications that JD.com may have received foreign subsidies liable to distort the internal market.
Review under the Foreign Subsidies Regulation
Commission’s Concerns During the Investigation
The proceedings examined whether financial contributions from a non-EU country may have conferred an advantage on JD.com that affected competition in the internal market. The opening of the in-depth investigation did not yet constitute a final determination that such a distortion of competition had actually occurred.
In particular, the Commission examined whether JD.com’s financial position could enable it to complete the acquisition on terms that would not have been available without the relevant contributions. Its concerns therefore related to the potential effects of the foreign subsidies on the acquisition of CECONOMY and on the companies’ subsequent business activities in the European market.
Commitments as the Basis for Clearance
Equal Treatment in Warehousing and Logistics Services
Approval was granted only on the condition that the companies involved fully implement the commitments offered. These commitments are intended to address the competition concerns identified by the Commission.
The commitments include the following measures in particular:
- JD.com must provide warehousing and logistics services to third-party sellers and competing retailers on the same terms as those provided to CECONOMY.
- Implementation of the commitments will be monitored by an independent trustee.
- The trustee will act under the supervision of the European Commission.
These requirements are intended to prevent CECONOMY from receiving preferential treatment over other market participants when using warehousing and logistics services. At the same time, third-party sellers and competing retailers are to be granted access to the relevant services on equivalent terms.
Protection Against Cross-Subsidisation
In explaining the decision, Commission Executive Vice-President Teresa Ribera stated that the commitments would prevent the cross-subsidisation of the companies’ European activities. The approval therefore rests to a significant extent on the binding commitments undertaken by JD.com and CECONOMY.
Consequently, the clearance should not be understood as unconditional approval. It remains subject to full compliance with the commitments. The monitoring arrangements involving the independent trustee are intended to enable the Commission to oversee implementation on an ongoing basis.
Conditions for Completion of the Takeover Offer
CECONOMY Considers Closing Conditions Satisfied
In an ad hoc announcement, CECONOMY stated that, following clearance by the European Commission, all closing conditions for the ongoing takeover offer had been satisfied. As part of this offer, JD.com had already secured 85.2 percent of CECONOMY’s shares. The offer amounted to EUR 4.60 per share.
JD.com and CECONOMY announced that they intended to complete the transaction within the following days. The clearance under EU law therefore removes the outstanding closing condition without releasing the companies from their obligation to implement the commitments in full.
Significance of Conditional Clearances for Companies
The decision demonstrates that, under the Foreign Subsidies Regulation, the European Commission may not only prohibit or unconditionally approve corporate acquisitions. Competition concerns may also be addressed through binding commitments, provided that the Commission considers them sufficient.
For the companies involved, this creates ongoing obligations extending beyond completion of the transaction itself. The specific content and scope of the commitments undertaken, as well as their monitored implementation, are decisive.
Companies and investors dealing with issues relating to conditional clearances, competition requirements or commitments in transactions can seek competition law advice from MTR Legal Rechtsanwälte.
