Commission opens in-depth foreign subsidies investigation into JD.com's proposed acquisition of CECONOMY

Press release    May 28, 2026 

The European Commission has opened an in-depth investigation to assess, under the Foreign Subsidies Regulation ('FSR'), the proposed acquisition by JD.com, Inc. ('JD.com') of CECONOMY AG ('CECONOMY'). The Commission has preliminary concerns that JD.com may have been granted foreign subsidies that could distort the EU internal market.

JD.com belongs to a group operating a retail business and an online e-commerce marketplace in the People's Republic of China ('PRC'). CECONOMY is a German retail company operating in the brick-and-mortar and online retail businesses, specialised in the field of consumer electronics and home appliances.

The Commission's preliminary concerns

The preliminary investigation indicates that JD.com may have received foreign subsidies distorting the EU internal market. These include preferential financing, tax incentives and grants provided by entities possibly attributable to the PRC.

In particular, the Commission preliminarily identified concerns that the potential foreign subsidies have enabled JD.com to offer conditions that potentially distorted the negotiation process related to the acquisition of CECONOMY. The Commission also has preliminary concerns that the transaction could allow the merged entity to adopt investment and business strategies that could impact competitive conditions in the EU internal market.

During its in-depth investigation, the Commission will assess in particular:

• Whether the potential foreign subsidies received by JD.com distorted the outcome of the acquisition process, notably by enabling JD.com to offer a high price and to support CECONOMY's economic activities and growth plan through JD.com's own technological and logistics capabilities.
• Whether such potential foreign subsidies may improve the competitive position of the merged entity and lead to a negative impact in the internal market, with respect to its activities after the transaction.

The transaction was notified to the Commission on 17 April 2026. The Commission now has 90 working days, until 2 October 2026, to take a decision. The opening of an in-depth investigation does not prejudge the outcome of the investigation.

Companies and products

JD.com, headquartered in the Cayman Islands, is a holding company listed on the Nasdaq and the Hong Kong Stock Exchange, heading a group operating a retail business and an e-commerce marketplace in the PRC, as well as providing logistic and technological solutions.

CECONOMY, headquartered in Germany, is a retail company specialised in the field of consumer electronics and home appliances. Its main brands are MediaMarkt, MediaWorld and Saturn, which operate online and brick-and-mortar retail businesses in several Member States.  

The procedure under the Foreign Subsidies Regulation

The FSR started to apply on 13 July 2023. The Regulation enables the Commission to address distortions caused by foreign subsidies, and thereby ensures a level playing field for all companies operating in the internal market while remaining open to trade and investment.

According to the FSR, companies must notify concentrations to the Commission when at least one of the merging companies, the acquired company or the joint venture is established in the EU and generates an EU turnover of at least €500 million, and when the parties were granted at least €50 million in combined aggregate foreign financial contributions from third countries in the three years prior to the concentration.

By the end of its 90-working day in-depth investigation the Commission may (i) accept commitments proposed by the company if they fully and effectively remedy the distortion, (ii) prohibit the concentration, or (iii) issue a no-objection decision.

For more information

More information will be available on the Commission's competition website, in the Commission's public case register under the case number FS.100253.

UniCredit already holds a 38.87% stake in Commerzbank

According to a voting rights notification published by Commerzbank yesterday, UniCredit S.p.A. now holds a 38.87% stake, up from the most recently reported 32.64%; of this, 26.77% is held directly via shares and 12.10% via "instruments" (total return swaps).

A voting rights share of just under 40% is likely to be sufficient to secure a majority at Commerzbank’s Annual General Meeting.

Commerzbank Aktiengesellschaft: Commerzbank Board of Managing Directors and Supervisory Board recommend that shareholders not accept UniCredit’s exchange offer – greater value creation through successful stand-alone strategy

18 May 2026

- Board of Managing Directors and Supervisory Board publish joint reasoned statement

- Offer provides no adequate premium and does not reflect the fundamental value of Commerzbank

- UniCredit’s plan is vague and entails considerable risks

- UniCredit significantly underestimates revenue losses, overestimates synergies, and assumes an unrealistic implementation timeline

- Commerzbank’s “Momentum 2030” strategy creates greater value with low implementation risks – shareholders who remain invested participate in that upside

The Board of Managing Directors and Supervisory Board of Commerzbank AG have today published their joint reasoned statement pursuant to Sec. 27 (1) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) on the voluntary public takeover offer in the form of an exchange offer by UniCredit S.p.A. Following careful review of the offer document dated 5 May 2026, they reach a clear conclusion: UniCredit is not offering Commerzbank shareholders an adequate premium and it has not presented a coherent and credible strategic plan for a combination. Both bodies are convinced that, by implementing the “Momentum 2030” strategy, Commerzbank creates greater value on a stand-alone basis than UniCredit’s proposal. The Board of Managing Directors and Supervisory Board of Commerzbank recommend that Commerzbank shareholders do not accept the offer.

Offer does not adequately reflect the fundamental value and upside potential of Commerzbank

 The Board of Managing Directors and Supervisory Board have conducted a comprehensive assessment of the adequacy of the offer consideration. This assessment took into account, among other factors, the historical share price performance of the Commerzbank share, the statutory minimum price, equity research analysts’ target prices, customary takeover premiums in public takeover offers, valuation multiples of European banks, and the value potential of Commerzbank based on its current business plan and “Momentum 2030” strategy.

The conclusion is unambiguous: the implied offer value constitutes a significant discount compared to the long-term value creation potential of Commerzbank as well as to the current trading metrics. Since the announcement of the offer, the Commerzbank share has closed above the implied offer value on every single trading day. On 15 May 2026, the last trading day prior to the publication of the reasoned statement, the implied offer value of €34.56 again fell short of Commerzbank’s closing share price of €36.48. Independent equity research analysts place the median target price for the Commerzbank share already at approximately €41.50.

Based on this analysis, the Board of Managing Directors and Supervisory Board conclude that the financial consideration of the unsolicited offer is not adequate. It is based exclusively on the statutory minimum consideration and is therefore an opportunistic attempt to acquire control. It neither reflects the fundamental value of Commerzbank nor does it offer an adequate premium to Commerzbank shareholders. By launching this offer, UniCredit will bring itself into a position to obtain control over Commerzbank without offering adequate compensation to Commerzbank shareholders.

“UniCredit’s takeover offer does not offer an adequate premium to our shareholders. What is described as a combination is in fact a restructuring proposal that would massively impact our proven and profitable business model,” said Bettina Orlopp, Chief Executive Officer. “At Commerzbank, we have a clear and successful strategy, which offers an attractive growth case to our shareholders. That is the benchmark.”

UniCredit’s plan for Commerzbank is vague and entails considerable risks

 In the view of the Board of Managing Directors and Supervisory Board, UniCredit is inaccurately assessing the revenue losses, cost saving potential, and restructuring costs as well as the time required to implement its planned measures. This applies in particular to the headcount reductions envisaged by UniCredit, the complex IT integration, and revenue losses arising from overlaps in the Corporate Clients business. In summary, UniCredit’s synergy assumptions are neither robust nor convincing and are described by UniCredit itself as “speculative”. Furthermore, the planned reduction of Commerzbank’s international network would significantly weaken the Bank’s ability to support the export-oriented German Mittelstand worldwide. The envisaged dismantling of existing business activities would have significant negative impact on customer relationships, market position, and revenue streams.

In the view of the Board of Managing Directors and the Supervisory Board, realising synergies and executing any realistic forward-looking earnings plan require constructive and trusting cooperation. The foundation for such cooperation has been severely undermined among Commerzbank’s stakeholders by UniCredit’s ongoing uncoordinated conduct and its repeatedly misleading communications.

“UniCredit’s speculative proposals entail considerable risks, posing a threat to the customer relationships Commerzbank has built on trust and reliability, as well as the motivation of its employees. As the offer is structured as a share exchange in UniCredit shares, Commerzbank shareholders who accept the offer would have to take on these risks as future UniCredit shareholders. This further underscores why we recommend that shareholders do not accept the offer,” said Jens Weidmann, Chairman of the Supervisory Board.

Commerzbank shareholders are asked to bear the risks of an offer with an uncertain outcome

The outcome of UniCredit’s offer is open and uncertain for Commerzbank shareholders: There is no clarity as to which ownership thresholds will ultimately be reached and no certainty as to whether the promised synergies can be achieved.

Unlike a cash offer, the actual value of the consideration remains uncertain until settlement and depends on the performance of the UniCredit share price. UniCredit does not expect settlement until 2027, with the offer document citing 2 July 2027 as the latest possible settlement date.

“Momentum 2030” provides Commerzbank with a clearly defined growth path and creates greater value on a stand-alone basis – with low implementation risks

Commerzbank today is in its strongest position in many years. Following a record result in 2025, it has made a very strong start to 2026. With its refined “Momentum 2030” strategy, the Bank is consistently pursuing growth and transformation, with artificial intelligence as a key catalyst for increasing profitability and creating value for its shareholders – on a stand-alone basis and with low implementation risk. Any alternative must be assessed against this benchmark.

With “Momentum 2030”, Commerzbank plans to increase revenues to €16.8 billion by 2030, grow net profit to €5.9 billion, improve the cost-income ratio including compulsory contributions to 43% and excluding compulsory contributions to 41%, and achieve a net return on tangible equity of 21%. Shareholders benefit directly from the success of this strategy: by 2030, Commerzbank intends to return approximately half of its current market capitalisation to shareholders through dividends and share buybacks. The Bank targets a payout ratio of 100% until its CET 1 target ratio of 13.5% is reached. For the 2025 financial year, Commerzbank has proposed a record dividend of €1.10 per share for approval at the Annual General Meeting.

The Board of Managing Directors and Supervisory Board of Commerzbank are convinced: the implementation of the “Momentum 2030” strategy offers significantly greater and more sustainable value creation potential than the alternative outlined by UniCredit. Shareholders who remain invested continue to directly participate in that value creation.

The Board of Managing Directors and Supervisory Board of Commerzbank have been and will remain open to dialogue if UniCredit is prepared to offer Commerzbank shareholders an attractive premium and to engage on a plan that builds on the strengths of Commerzbank’s business model and its strategy. By taking this position, Commerzbank continues to act in the best interests of its shareholders, customers, and employees.

Publication of the reasoned statement

 The joint reasoned statement of the Board of Managing Directors and Supervisory Board is available in German and as a non-binding English translation on the Commerzbank website.

This press release does not constitute a supplement, explanation or summary of the joint reasoned statement of the Board of Managing Directors and Supervisory Board pursuant to Sec. 27 WpÜG. Commerzbank shareholders are recommended to carefully and thoroughly read the offer document published by UniCredit, the joint reasoned statement of Commerzbank’s Board of Managing Directors and Supervisory Board, and all further documents published in connection with the offer before deciding whether or not to accept the offer.

Hamburger Hafen und Logistik AG: Port of Hamburg Beteiligungsgesellschaft SE sets cash compensation for HHLA minority shareholders at € 21.16

Disclosure of an inside information in acc. to Article 17 of the Market Abuse Regulation

Hamburg, 21 April 2026 | Port of Hamburg Beteiligungsgesellschaft SE (PoH) has set the cash settlement for the class A shares of the minority shareholders of Hamburger Hafen und Logistik AG (HHLA) (ISIN: DE000A0S8488) to be transferred as part of the squeeze-out under stock corporation law at € 21.16. PoH, whose shares are held by the Free and Hanseatic City of Hamburg and the MSC Group, holds more than 95 percent of HHLA’s shares and is thus the majority shareholder within the meaning of Section 327a of the German Stock Corporation Act (AktG).

On 5 January 2026, PoH had notified the HHLA Executive Board that it intended to transfer the HHLA class A shares held by minority shareholders to PoH in exchange for an appropriate cash compensation. The amount of the cash compensation was determined based on statutory provisions and current case law, which takes into account the average price of the class A share over the three months preceding the announcement of the squeeze-out. In addition, an independent business valuation was conducted. The adequacy of the cash compensation was reviewed by a court-appointed auditor.

The squeeze-out under stock corporation law becomes effective upon approval by the Annual General Meeting and entry in the Commercial Register. The Annual General Meeting will take place on 11 June 2026. The notice of the meeting will be announced separately.

centrotherm international AG: Centrotherm AcquiCo AG submits specified request for the squeeze-out of minority shareholders of centrotherm international AG pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (squeeze-out under merger law)

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Blaubeuren, 15 May 2026 – Today, Centrotherm AcquiCo AG, Frankfurt am Main (“Main Shareholder”), submitted to centrotherm international AG (“Company”) its specified request for the squeeze-out of the Company’s minority shareholders pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (squeeze-out under merger law).

By letter dated 17 December 2025, the Main Shareholder had requested the Company’s management board to have a resolution passed at a shareholders’ meeting of the Company, which is yet to be convened, in connection with a group merger of the Company as the transferring entity to the Main Shareholder as the acquiring entity, on the transfer of the shares of the Company’s remaining shareholders (“Minority Shareholders”) to the Main Shareholder against payment of an adequate cash compensation pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (“Squeeze-Out”).

In its letter dated 15 May 2026, the Main Shareholder has confirmed that it continues to hold shares in the Company representing 90.00% of the Company’s share capital and determined the amount of the adequate cash compensation for the transfer of the shares held by the Minority Shareholders to be EUR 8.74 per ordinary bearer share with no-par value of the Company. The court-appointed expert auditor has already indicated that, from a current standpoint, it will confirm the cash compensation to be adequate.

The merger agreement between the Company as transferring entity and the Main Shareholder as acquiring entity will be executed and notarized later today. The resolution of the Company’s shareholders’ meeting on the Squeeze-Out is intended to be adopted at the Company’s annual general meeting, which will take place on 30 June 2026.

The Squeeze-Out will take effect subject to the approval of the Company’s shareholders’ meeting and the registration of this resolution and the merger with the Company’s commercial register as well as the registration of the merger with the commercial register of the Main Shareholder. The shares of the Minority Shareholders will only be transferred to the Main Shareholder once the merger has been registered with the commercial register of the Main Shareholder.

Commerzbank Aktiengesellschaft: Commerzbank Takes Note of Publication of UniCredit’s Offer Document

- UniCredit publishes offer document on unchanged terms: 0.485 UniCredit shares per Commerzbank share, equivalent to approximately €31.07 per share based on UniCredit’s closing price of €64.06 as of 4 May 2026

- Implied offer price represents a discount of 8.7% to the prior day's closing price of Commerzbank of €34.02

- Commerzbank’s Board of Managing Directors and Supervisory Board will review the offer document and publish their reasoned opinion pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG)

- Commerzbank will present quarterly results and strategy update through 2030 on 8 May 2026

Commerzbank AG takes note of the offer document published today by UniCredit S.p.A. as part of its unsolicited takeover offer.

The offer reflects the terms announced on 16 March 2026: UniCredit is offering 0.485 new UniCredit shares per Commerzbank share, which, based on UniCredit’s closing price of €64.06 as of 4 May 2026, the day prior to publication of the offer document, corresponds to a price of approximately €31.07. The implied offer price thus represents a discount of 8.7% to the prior day’s closing price of Commerzbank shares of €34.02.

The Board of Managing Directors and the Supervisory Board of Commerzbank will carefully review the offer document and publish their reasoned opinion pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) within the statutory deadline.

On 8 May, Commerzbank will present its quarterly results alongside a strategy update including updated financial targets through 2030.

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Offer document of UniCredit S.p.A.:

https://www.unicreditgroup.eu/content/dam/unicreditgroup-eu/documents/en/investors/unicredit-unlimited-next-phase/Offer-Document-dated-5-May-2026-including-Exemption-Document.pdf

UniCredit: Extraordinary Shareholders' Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Extraordinary Shareholders' Meeting

The Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held today in Milan and resolved on the single item on the agenda.

The Shareholders' Meeting - with 99.55%per cent of the share capital present and entitled to vote - has resolved to grant to the Board of Directors the power, pursuant to article 2443 of the Italian Civil Code, to resolve upon, also in more tranches within 31 December 2027, a separable share capital increase for payment for a maximum nominal amount of Euro 6,704,080,000, plus share premium, by issuing maximum 470,000,000 shares, with ordinary rights and the same characteristics as the shares already outstanding on the issue date, without pre-emptive rights pursuant to Article 2441, paragraph 4 of the Italian Civil Code, to be executed through the contribution in kind of the ordinary shares of Commerzbank Aktiengesellschaft tendered in the voluntary public takeover offer in the form of an exchange offer having as its object all of the ordinary shares of Commerzbank Aktiengesellschaft not directly held by UniCredit, and announced by UniCredit on March 16, 2026 by virtue of the announcement pursuant to Section 10 para. 1 sentence 1 of the German Securities Acquisition and Takeover Act.

The Board of Directors shall, among other things, have the power to establish, in compliance with the above mentioned limitations, the amount of the capital increase, the issue price of the newly issued ordinary shares (including any share premium), any other terms and conditions of the delegated capital increase, within the limitations set forth by the applicable regulations.

The Shareholders' Meeting also resolved to amend Article 6 of the Articles of Association accordingly.

For a complete view of the voting outcome, please refer to the "Summary report of the votes" which will be published within the terms of the law on the Company's website.

It should also be noted that the minutes of the meeting will be published on the Company's website as well as on the website of the authorised storage mechanism "eMarket STORAGE" managed by Teleborsa S.r.l. (www.emarketstorage.it/en) and will be made available to shareholders at the Company's registered office in Milan in accordance with the terms provided for by current legislation.

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The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither UniCredit nor any of its representatives accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this document. By accessing these materials, you agree to be bound by the foregoing limitations.

This press release is neither an offer to sell or purchase nor a solicitation of an offer to sell or purchase Commerzbank shares. The definite terms and conditions of the offer, as well as further provisions concerning the offer, will be published in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Commerzbank Shares are strongly advised to read the offer document and all other documents regarding the offer as soon as they are published, as they will contain important information.

Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, an offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.

The offer will exclusively be subject to the laws of the Federal Republic of Germany. Any agreement that is entered into as a result of accepting the offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

For Commerzbank shareholders whose place of residence, incorporation or place of habitual abode is outside of the Federal Republic of Germany, it may be difficult to enforce rights and claims arising outside of the laws of their country of residency, incorporation or place of habitual abode, since Commerzbank is incorporated in the Federal Republic of Ger-many and some or all of its officers and directors may be residents of a country other than the country of residency, incorporation or place of habitual abode of the respective shareholders. It may not be possible for such Commerzbank shareholders to sue a foreign company or its officers or directors for violations of the laws of their country of residency, incorporation or place of habitual abode in a court in their country of residency, incorporation or place of habitual abode. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court of their country of residency, incorporation or place of habitual abode.

Notice to Commerzbank shareholders in the United States

The offer will exclusively be subject to the laws of the Federal Republic of Germany which differ from the disclosure, procedural, and filing requirements of the US tender offer rules under the US Securities Exchange Act of 1934, as amended (the Exchange Act) for tender offers for the securities of domestic US companies. The Offer will be made in compliance with applicable US laws and regulations, including Section 14(e) and Regulation 14E under the Exchange Act.

The new ordinary shares in UniCredit offered as consideration for the tendered Commerzbank shares will not be registered under the US Securities Act of 1933, as amended (the Securities Act), and such shares in UniCredit may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.

Neither the offer nor this press release have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the offer, or determined if the information contained in this press release is adequate, accurate or complete. Any representation to the contrary is a criminal offense in the United States.

Forward-looking Statements

This press release contains certain forward-looking statements. These statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar words. Such statements express our intentions, opinions or current expectations, with respect to possible future events, e.g. regarding possible consequences of the offer for Commerzbank and the Commerzbank shareholders or for future financial results of Commerzbank.

Such forward-looking statements are based on the current plans, estimates and forecasts, which we have made to the best of our knowledge, but do not purport to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by us. The forward-looking statements contained in this press release could turn out to be incorrect and future events and developments could considerably deviate from the forward-looking statements contained in this press release.

UniCredit is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

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 Milan, 4 May 2026