Fnac Darty Backs EP Group’s €36-a-Share Tender Plan

EP Group Tables Tender Offer for Fnac Darty

Fnac Darty has received a draft public tender offer from EP Group, controlled by Daniel Křetínský, to acquire its outstanding shares at €36 per share in cash, including the 2026 dividend for the 2025 financial year. The proposed price represents a 19% premium to the last closing share price on 23 January 2026 and a 24% and 26% premium to the one- and three‑month volume‑weighted average prices, respectively. EP Group also plans to offer €81.09 per OCEANE, corresponding to par value plus accrued interest based on an assumed July 2026 settlement date.

The offer is expected to be filed with the Autorité des marchés financiers (AMF) before the end of the first quarter of 2026. It will be subject to customary regulatory approvals and completion of information and consultation procedures with relevant employee representative bodies. EP Group has indicated it does not intend to seek a squeeze‑out at the end of the offer, and the bid is not conditional on a success threshold beyond achieving more than 50% of share capital or voting rights as required under AMF rules.

EP FR HoldCo 2, a newly incorporated company majority controlled by EP Group and minority held by J&T Capital Partners, would be the bidding vehicle. EP Group has been Fnac Darty’s largest shareholder since 2023 through VESA Equity Investment and was a key partner in the company’s acquisition of Italian retailer Unieuro. EP Group has stated it intends to maintain Fnac Darty’s headquarters in France, keep the existing management team, continue the current dividend policy and pursue the main strategic orientations of the “Beyond everyday” 2030 plan.

Board Response and Governance Process

Fnac Darty’s board of directors unanimously welcomed the proposed transaction after meeting on 23 January, while noting that its final position will depend on the conclusions of an independent expert and the opinion of the Group Works Council. The board emphasized that the offer provides a liquidity opportunity for shareholders and OCEANE holders at the proposed premiums. It also approved a Tender Offer Agreement with the bidder, setting out mutual commitments, with further details to be disclosed in a separate release under French commercial law requirements.

An ad hoc committee composed mainly of independent directors has been established to oversee the review of the offer. The committee is chaired by independent director Sandra Lagumina and includes Olivier Duha, Jean‑Marc Janaillac and board chairman Jacques Veyrat. The board has appointed Ledouble, represented by Agnès Piniot, as independent expert to assess the financial fairness of the proposed terms. The company will initiate an information and consultation process with the Group Works Council, and the board’s reasoned opinion and the expert’s report will be made public in the company’s draft response note to the AMF.

Chief executive officer Enrique Martinez said the project reflects renewed support from the group’s largest shareholder for the Beyond everyday plan and longer‑term strategy. Chairman Jacques Veyrat noted that the board would work to issue its opinion in the interests of all stakeholders. Rothschild & Co is acting as financial adviser to Fnac Darty, with Bredin Prat as legal adviser. The company reiterated that the press release does not itself constitute an offer to buy or sell shares and highlighted that the offer’s filing and opening are not yet certain.

Preliminary 2025 Results Support Strategic Plan

Alongside the offer announcement, Fnac Darty released preliminary unaudited figures for 2025. Group revenue is expected to be stable like‑for‑like at €10.33 billion, with France slightly weaker in the fourth quarter, partially offset by a “very satisfactory” performance in the rest of Europe, particularly Italy. On a like‑for‑like basis, annual revenue growth is estimated at 0.7%, including 0.5% growth in France. Fourth‑quarter like‑for‑like sales were stable overall, weighed down by a 0.6% decline in France amid what the company described as a difficult retail environment, citing Banque de France data on pressure on consumption and household confidence.

Current operating income is expected to edge up to about €203.1 million, with the France zone’s contribution declining because of the soft fourth quarter and the rest of Europe showing a slight increase driven by Italy. After taking into account the reclassification of Nature & Découvertes under IFRS 5 and amortization from the purchase price allocation related to Unieuro’s acquisition, the current operating margin is anticipated at 2.0%, around five basis points higher than a year earlier. Free cash flow is estimated at around €145 million, broadly in line with 2024 excluding asset disposals in the first half of that year, supported by optimized working capital management.

The group said challenges at Nature & Découvertes have persisted despite turnaround efforts, and it has launched an active process to seek a partner better placed to support that banner’s development. As a result, the activity will be reclassified in the consolidated accounts as of 31 December 2025 under IFRS 5. Management reaffirmed confidence in delivering the Beyond everyday roadmap and confirmed the 2030 objectives presented in June 2025. Fnac Darty plans to publish full audited 2025 results on 25 February 2026.