Ceconomy (CEC) Investor Update summary

Strategic partnership and transaction overview

• JD.com will launch a voluntary public takeover offer at EUR 4.60 per share, valuing the company at EUR 4 billion enterprise value and offering up to a 43% premium over the 3-month VWAP.

• Anchor shareholders have committed to tender approximately 32% of shares, with Convergenta retaining a 25.4% stake and the founder family maintaining a significant holding.

• Management and Supervisory Boards support the partnership, citing increased financial flexibility and access to JD.com's technology and logistics.

• JD.com commits to preserving operational independence, with no domination or profit and loss transfer agreements for at least three years.

• Upon completion, JD.com intends to pursue a delisting in collaboration with management by June 2026.

Impact on employees, operations, and strategy

• No workforce reductions or site closures are planned; existing agreements and co-determination will remain for three years.

• The current management team will remain in charge, with no material changes to company structure or brand architecture for five years.

• The partnership aims to accelerate omnichannel growth, store digitalization, logistics, and digital business, supporting the Experience Electronics strategy.

• Both companies will maintain independent technology stacks, with a commitment to a separate European tech stack and full compliance with EU data privacy regulations.

• The company will remain independent, with no merger with JD.com’s European business or pivot to B2B.

Financial and operational performance

• Achieved EUR 22 billion in total sales and nearly EUR 1 billion in adjusted EBITDA for FY 2023/2024, with ten consecutive quarters of adjusted EBIT growth and a 47% EBIT increase since FY 21/22.

• EBIT outlook for the current financial year is specified at around EUR 375 million by September.

• Updated FY 24/25 guidance signals stronger earnings momentum, with mid-term targets of EUR 500 million EBIT and EUR 200 million free cash flow per year.

• The offer price implies a 4.1x enterprise value to adjusted EBIT for 2025.

• Significant improvement in Net Promoter Score, reflecting enhanced customer loyalty and satisfaction.