The European Commission on Tuesday cleared JD.com's $2.5 billion takeover of Ceconomy, the German owner of the MediaMarkt and Saturn electronics chains, after finding that the Chinese retailer had received state subsidies and accepting 10 years of commitments meant to stop that support from distorting European retail.

The Nov. 3 decision removes the last regulatory condition on a deal agreed in July 2025 and clears the way for JD.com, whose shares trade in Hong Kong and on Nasdaq, to take control of a European network of more than 1,000 stores and about 50,000 employees. For other Chinese companies eyeing European assets, the case shows what Brussels asked of a buyer it found to be subsidized: limits on how money and services move between parent and target, not a forced sale of assets.

JD.com aims to complete the acquisition by Nov. 12, Reuters reported. Ceconomy said in a statement that all offer conditions had now been met and that closing would follow within days.

Shareholders who tendered will receive €4.60 a share in cash. JD.com secured 59.8% of Ceconomy through its offer, which ended in late 2025, and founder-family shareholder Convergenta is keeping a 25.35% stake, giving the partners 85.2%, Ceconomy said at the time. At the offer price, the 290.2 million tendered shares are worth about €1.34 billion, by Capital Times' calculation.

Ceconomy told shareholders that JD.com is considering delisting the company from the Frankfurt Stock Exchange after closing, possibly in the first half of 2027. Any delisting offer could be at, above or below €4.60, it said, and there are no plans for a domination or profit-transfer agreement for three years after settlement.

What the EU Found and What JD.com Promised

The Commission concluded that JD.com had received preferential financing, tax incentives and grants from China that were liable to distort the EU's internal market. Those subsidies, it said, helped build the logistics and technology capabilities JD.com plans to provide to Ceconomy, and could strengthen the combined group's ability to fund its European business and to price aggressively against rivals.

To win approval, JD.com agreed to conduct all intra-group dealings with Ceconomy on market terms, including any financing it provides. It will also offer its warehousing and logistics services to third-party retailers, and its technology services to other companies, on the same terms it gives Ceconomy. After competitors criticized an earlier version in a market test, the parties tightened the financing commitments and improved the terms for outside users of JD.com's logistics and technology services, the Commission said.

The commitments run for 10 years, and an independent trustee will monitor them under the Commission's supervision. None of them requires JD.com to sell assets. "Consumers benefit from a competitive retail and e-commerce sector," said Teresa Ribera, the Commission's executive vice president for a clean, just and competitive transition.

JD.com notified the deal to Brussels on April 17. The Commission opened an in-depth investigation on May 28 with an initial Oct. 2 deadline and sent its formal objections, known as a statement of grounds, in July, according to Retail Insight Network. The ruling came a day before a Nov. 4 deadline.

A Long Road for Chinese Buyers in Europe

The approval arrives well behind the original timetable. When the tender offer closed, the companies expected to complete the deal in the first half of 2026. In March, Ceconomy warned that Austria's investment control authority had raised concerns and that it was uncertain whether and when clearance would come. Foreign investment approvals have now been granted in Germany, France, Italy, Spain and Austria, Ceconomy said.

The subsidy review was the last approval outstanding. The Commission's earlier conditional clearances of takeovers after in-depth probes under the regulation, which has applied since July 2023, included deals by two state-controlled buyers from the United Arab Emirates: telecom group e&'s purchase of PPF Telecom's businesses outside Czechia in September 2024, and Abu Dhabi National Oil Co.'s acquisition of German chemicals maker Covestro in November 2025. China's state-run Global Times described JD.com's deal as the first Chinese acquisition cleared after such an investigation.

The China Chamber of Commerce to the EU welcomed the ruling on Wednesday but said the regulation and the way it is enforced remain a key concern for Chinese companies investing in Europe, the Global Times reported. The Commission said in July that a review had found the rules fit for purpose and that it would make targeted changes, possibly including a higher turnover threshold for notifying deals. It planned to publish drafts in the autumn and adopt the changes in 2027.

For JD.com, Ceconomy is a route to growth outside a home market where spending on goods is barely growing and appliance makers are reporting falling sales. Chief Executive Sandy Xu said the approval "is positive news for the European retail market and its consumers." Ceconomy Chief Executive Remko Rijnders said the companies could now move from strategic vision to implementation, and Ceconomy said its management board would stay in charge of strategy and operations.

JD.com is scheduled to report third-quarter results on Nov. 17, five days after its target date for closing the deal, according to a filing with the Hong Kong stock exchange.