Ladies and gentlemen, thank you for standing by. Welcome, and thank you for joining this Ceconomy AG analysts and investors call. Throughout today's recorded presentation, all participants will be in a listen-only mode. The presentation will be followed by a question and answer session. If you would like to ask a question, you may press nine, followed by the star key on your telephone. Please press zero, followed by the pound key for operator assistance. I would now like to turn the conference over to Fabienne Caron, Head of Investor Relations. Please go ahead.
Good morning, everyone, and welcome to our call. We're so grateful you could make it on such short notice. By my side today are our CEO, Kai-Ulrich Deissner, and our CFO, Remko Rijnders. Before we dive into the presentation, I want to remind you that we will be discussing certain forward-looking statements. Please refer to the disclaimer for more information. You can also find the presentation slides on our website for your reference. This call is being recorded and will be accessible on the website later today. Now, I'm delighted to hand over to Kai, who will walk us through the partnership with JD.com.
Thank you, Fabienne, and good morning, everyone, from my side as well. Thank you for joining us. Today marks an important milestone for Ceconomy. As you know, we announced the investment agreement with JD.com last night. JD.com, globally leading supply chain technology provider, service provider, and of course, retail brand platform. We're deeply convinced this agreement enables us to accelerate what you have come to know as our strategy to grow, and that is to grow as Europe's leading omnichannel consumer electronics platform, delivering value for customers, employees, industry partners, and of course, shareholder value alike. We are really excited to share how this partnership will accelerate our growth trajectory and, with that, also further strengthen European retail. Before we go into this, let me briefly walk you through the agenda on slide four.
We'll begin by taking a closer look at the current market environment and the strong position from which Ceconomy is starting this new chapter. After that, Remko will guide you through the details of the transaction so that you understand this really well before I then discuss the strategic rationale behind this partnership. We'll then review the timeline and highlight the key milestones you can expect in the coming months. Finally, we'll, of course, leave plenty of time at the end to answer any questions that you may have. Now, let's start where we are today. We are Europe's largest consumer electronics retailer, and we're proud to be operating from a position of real strength and positive momentum. We're present with more than 1,000 stores across 11 European countries. Our brands, iconic brands, enjoy unaided awareness above 70%.
As most of you who follow us regularly know, we have been working hard to transform this company over the past three years from a traditional retailer to a truly customer-centric service platform, omnichannel service platform. At the core of all of this is what we call the experience electronics strategy, with a focus on the customer and built around five growth areas with very distinct business models, and those have been fueling our growth. As you will recall, these are service and solutions, the marketplace, the private label business, space as a service, and retail media. As you know, this strategy simply materializes in our numbers. It yields strong results, as you can see on slide six. In financial year 2023/2024, we achieved around EUR 22 billion in total sales, but nearly EUR 1 billion in adjusted EBITDA. We've delivered adjusted EBIT growth for 10 consecutive quarters.
That's an impressive 47% increase since our starting year here, and that's financial 2021 and 2022. Very recently, we also specified the EBIT outlook for this financial year, and we now expect around EUR 375 million by the end of September. In short, if you summarize all of that, over the past years, we have built real momentum by consistently delivering strong results and strengthening our market position. All of this is firmly grounded in our strategy. At the same time, we are acutely aware that we're navigating a very dynamic market, new competitors, constantly evolving customer expectations. Given these market dynamics, strategically standing still is not an option for us. Our ambition is not only to keep pace with the transformation of European retail; it is we want to continue to lead it. For this ambition to lead in Europe, JD.com is the right partner at the right time.
First and foremost, our customers will benefit from a better shopping experience because we can leverage JD.com's advanced omnichannel retail expertise in the industry-leading technology, logistics, and warehouse capabilities. Second, for our shareholders, the offer provides an attractive premium with significant value upfront. JD.com launches a voluntary public takeover offer at EUR 4.60 per share in cash. For our employees, this partnership sends a strong message of confidence. We will stay a standalone company with proud European heritage and workforce continuity. There will be no workforce reductions or site closures in connection with this transaction. This partnership is finally not only about growth for us but also about growth for our industry partners, for our suppliers. We will continue to work closely with our existing suppliers, quality suppliers from all over the world, and grow theirs and our business together.
In essence, this partnership strengthens our ambition to meet the growing customer demand for speed, convenience, excellent service, as you can see on slide eight. We want to be able to offer superior customer experience. We want to excel in store digitization and advance our technology stack better and faster than today. We want to enhance our logistics network and supply chain management, and we want to leapfrog with digital growth businesses. With JD.com as a partner, we have the chance to accelerate our existing growth strategy, seize market opportunities that may emerge, and strengthen overall our position as Europe’s leading omnichannel consumer electronics platform. For that ambition, JD.com also increases our financial agility and gives us access to technological omnichannel retail and logistics capabilities. With them, we're in the best position to double down on our growth paths as Europe’s leading omnichannel consumer electronics retailer.
Now, with that background, I'd like to hand over to Remko to discuss the offer in more detail. Remko?
Thank you, Kai. Good morning to everybody. First of all, I share, of course, the excitement about this partnership, as Kai already mentioned. JD.com is the right partner at the right time, and this transaction is all about growth, accelerating our strategy. Let me now focus on what this means for you as shareholders on slide nine. The offer of JD.com provides an attractive and certain opportunity to realize a significant portion of the long-term value of your investment immediately and in cash. JD.com will, as Kai already mentioned, launch a voluntary public takeover offer at the price of EUR 4.60 per Ceconomy share in cash. This values the company at EUR 4 billion enterprise value. The offer represents a premium of 23% over the unaffected closing share price as of the 23rd of July and 43% over the three months' volume-weighted average share price.
The offer price equals an equity value of approximately EUR 2.2 billion. The implied enterprise value of EUR 4 billion corresponds, therefore, to a valuation of 4.1 times enterprise value on an adjusted EBIT basis over the year 2025. The transaction will be subject to customary offer conditions, including regulatory and merger control approvals. It's important to note that the partnership has the full support of the Management Board, Kai and I, Supervisory Board, anchor shareholders, and the founder family, which is also extremely important for us. Anchor shareholders, including Haniel, Beisheim, Freenet, and Convergenta, have already signed so-called irrevocable tender commitments to accept the offer for approximately 32% of the total. Ceconomy's founder family, shareholder Convergenta, will maintain a 25.4% shareholding following the public takeover.
Following a careful review of the offer document in line with their legal obligation, the Management Board and Supervisory Board intend to recommend to accept the offer. With that, I will hand over back to Kai, who will now outline what the partnership means for our workforce and also very important for our customers.
Thank you, Remko. Now, onto the next slide. As Remko said, this transaction does not only benefit our customers and our investors, but very importantly, also our employees. It is to this end that we signed an investment agreement with strong commitments made by JD.com. First, JD.com explicitly backs our midterm financial targets and the existing experience electronics strategy as a basis. Second, Ceconomy will stay a standalone company headquartered here in Düsseldorf and in Ingolstadt. JD.com does not plan any material changes to our company structure, organization, and for a period of five years after offer settlement, our strong brand architecture. There are no plans, importantly, to enter into a domination or a profit and loss transfer agreement for a period of three years after settlement.
Third, JD.com has committed to work closely with the current management team, so the two of us, which will continue to stay in charge of driving the company's business strategy and operations. There will be no workforce reductions and no site closures in connection with this transaction. JD.com is the right partner at the right time simply because our strengths are complementary, but also, if you look a bit underneath, because our values are shared. Both companies put the customer first. Both companies believe in trustworthy and long-term relationships with international brands. There will be no overarching changes to our product range or our focus on high-quality consumer electronics products. Importantly, both companies share the conviction that omnichannel is the future of retail.
That is why we will continue to invest not only in digital growth but agree to accelerate also our strategic initiatives regarding our bricks and mortar business, for example, with the personalized service under the existing brands. Last but not least, it is important to note that in this investment agreement, we ensure the full independence of our IT systems, the tech stack, and customer data, as well as, of course, full compliance with European data privacy regulations. Together, we will work towards establishing a separate and strictly independent European tech stack with the ability to provide technology service and capabilities similar to those offered in China but based in Europe. In summary, then, why JD.com? Both Ceconomy and JD.com are fully committed to excellent customer service and outstanding customer experiences. JD has unparalleled retail experience as well as industry-leading tech and logistics capabilities.
You're probably aware, but it operates one of the world's largest in-house e-commerce logistics operations, for example, pioneering same and next-day delivery nationwide in China. Let it sink in, 95% of JD's online retail orders are fulfilled same day or next day across China. Finally, both companies operate brand-led platforms, prioritizing strong partnerships with leading global enterprises. Both companies believe in responsible and sustainable business models. For example, JD sets really new standards in emissions management. By joining forces, we're not just keeping pace with the transformation in European retail. We will be able to shape it and to lead it, delivering even greater value, convenience, and innovation, and goals who matter most for us and those customers.
To recap, this partnership means improved shopping and customer experience for customers, attractive premium, realizing a significant part of the value immediately and upfront, and preserving our proud European heritage and workforce continuity for our employees. It's a strong endorsement of our strategy that most of you have followed so closely for the past two or three years, and it positions us for accelerated growth and innovation. Let me now hand back to Remko to give you an overview of the upcoming timeline as well as the financial calendar for the rest of the year.
Thank you, Kai. Indeed, timeline. Let me now walk you through the key milestones ahead as we bring this partnership to life on slide 14. Today, we announce JD.com's voluntary public takeover, making the official start of an exciting chapter. The formal offer document will be published in August or September, providing all shareholders with the necessary details. Once published, we will enter in a 10-week acceptance period, during which shareholders can review and consider the proposal. This period will, of course, include formal submission and review by the BaFin, the German Financial Supervisory Authority, to ensure regulatory compliance. Assuming all approvals are received, as expected, we anticipate closing the transaction in the first half year of 2026. Afterwards, it's investigated to transition Ceconomy AG to a private company with delisting targets for June 2026.
Throughout, we are committed to open and transparent communication with all stakeholders, keeping everybody informed every step of the way. As we look ahead, I would like to highlight a few important dates that you may want to mark in your calendars. We will be sharing our Q3, our nine-month result, on the 12th of August 2025, followed closely by Q2 results of JD.com on the 25th of August. Later in the year, on the 28th of October, we will publish our Q4 and full-year trading statement. JD.com Q3 results will be released on the 13th of November, and we will round out the year with Ceconomy AG's Q4 and full-year's result on the 17th of December 2025. Throughout this entire period, you can count on us to keep you fully informed with regular updates and transparent communications as we move through this important transaction together.
That is an outline of our timeline, and now I would like to take a pause for possible questions.
Ladies and gentlemen, at this time, we will begin the question and answer session. Anyone who wishes to ask a question may press nine, followed by the star key on your telephone. If you wish to remove yourself from the question queue, you may press three, followed by the star key. Anyone who has a question may press nine, followed by the star key now. One moment for the first question, please. The first question goes to Clément Guenelot. Please go ahead.
Yes, good morning. Two questions from my side, if I may. The first one, beyond the knowledge sharing around the valid tool, do you see retail media and private labels? What are you seeing as a concrete area of operation with JD.com? My second question, will you merge with JD.com Europe and the business and hence pivot a bit towards the B2B services? Thank you.
Good morning, Clément, and thanks for your question. Let me take the first question about the cooperation regarding private labels and retail media. We already mentioned in the overview that we share the leads and principles in an omnichannel strategy with JD.com. That, of course, means also that not only in retail media and not only in private labels, but basically in all our strategic focus areas that Kai mentioned, like service and solutions, space as a service, but also marketplace, we see a strength in this cooperation together to accelerate already our existing strategy. To answer your question, yes, but more than that, on all five focus points, we can accelerate with their support. They also fully support this strategy, and that's what we have seen in the last discussions in the strategic document that we have together.
Yeah, Clément, it's Kai. Let me take your second one. You asked whether we would now merge with JD.com's European business and perhaps pivot to a B2B service. This is a simple one. It's binary. The answer is no. Let me elaborate a bit on this. As I said, we will continue our operational independence. We'll remain an independently run company with our existing strategy. Our existing strategy is a B2C strategy around those five growth areas which Remko just mentioned. There are no plans for any changes in our company structure, our organization, strong bank, and most importantly, not about the strategy and the management. That was the long version of a short no. Thank you.
I think your line was quite clear. Thank you.
You're welcome.
Ladies and gentlemen, we didn't receive any further questions. We'll leave the phone line open for a moment. If you would like to state another question, please press nine and the star key on your telephone.
Ladies and gentlemen, on the phone, we understand it's holiday season. We do understand you're not having so many questions as a compliment to our IR team, who has spent the morning explaining this to you and also to the compliments of the communications team here for putting the information together. Let me emphasize, we're really happy to take any further questions. We do want to make sure that we answer any concerns that you may have very transparently, as we speak. We'll give you another minute to think if there's anything else you would like to know. All right. Allow us to wrap this up. Let me reiterate because it's just such an important day for Ceconomy.
We're acting from a position of strength, proven strategy, an excellent team, a clear vision for the future, but now we will be able to accelerate our growth and create even more value for stakeholders. We will continue to lead the transformation of European retail. We will also continue to engage with you and keep you up to date as to this process that has started late last night. Thank you very much for your attention today and your continued support. Thank you.
Thank you.