Fnac Darty Offer to Close on 9 November After European Commission Approval
Key Facts
Fnac Darty and EP FR Holdco set 9 November 2026 as the closing date for the initial acceptance period of the takeover offer in an evening update dated 20 October 2026, after announcing European Commission merger clearance. The approval concerns the proposed acquisition of Fnac Darty led by EP Group, which is controlled by Daniel Kretinsky. The update gives shareholders a specific deadline to tender their shares during the offer's initial period. Reaching the closing date, however, does not automatically complete the acquisition, as the offer's success depends on the ownership level the bidder achieves when it expires. Under the transaction's terms, that holding must exceed 50% of the company's capital or voting rights. European approval thus comes as the shareholder acceptance process continues, with the offer's success still conditional on exceeding that threshold.
The current offer price is 35 euros per share, according to Fnac Darty's statement on the transaction, following an adjustment to the consideration after a cash dividend payment to shareholders. On 5 June 2026, the company paid a dividend of 1.0 euros per share for fiscal 2025. The adjusted price reflects that dividend, which was deducted from the consideration offered to acquire shares in the takeover. When the original offer was announced, EP Group said it implied a value of 1.1 billion euros for all outstanding Fnac Darty shares. That figure represents the equity valuation under the original announcement's terms, while the current consideration reflects the subsequent adjustment for the cash dividend payment. On financing, EP Group said in its announcement that the offer was "fully funded from available resources," identifying the financing basis it said it would rely on to make the offer.
For shareholders who retain their shares, Fnac Darty's board warned that liquidity in the remaining shares could decline after the offer. The board linked that possibility to the number of shares tendered to the bidder, according to its statement on the transaction. The warning concerns the tradability of shares remaining outside the offer, with the extent of the impact tied to shareholders' participation in the sale. At the same time, the board indicated that the company's shares would remain listed even if the conditions for a squeeze-out were met. Its stated position therefore combined continued listing with a warning about liquidity risks for remaining shareholders. The number of shares tendered remains a factor in determining the position of the remaining shares, according to the board's warning in its assessment of the transaction's implications for shareholders.
Merger clearance came as part of a regulatory process that also included a review under the European Foreign Subsidies Regulation. According to Fnac Darty's announcement on the opening of the offer, the transaction received European Commission approval under that regulation on 4 May 2026. It then received approval from the French financial markets authority on 7 May, as part of the announced regulatory sequence. The European approval in May covered foreign subsidies oversight, while the October announcement concerned merger clearance for the proposed acquisition. EP Group, controlled by Daniel Kretinsky, is leading the transaction on the buyer's side. The deal process thus combines European procedures concerning foreign subsidies and mergers with the French procedure for the offer to Fnac Darty shareholders.
On operations, Fnac Darty reported revenue of 4,457 million euros in the first half of 2026, up 0.6% on a like-for-like basis against the restated first half of 2025. Online sales grew 4.2% in the first half, according to the company's half-year results statement. In its financial presentation for the same period, the company reported a 40 basis point improvement in gross margin. It attributed the improvement to a favorable product mix and the expansion of services, the two factors it identified as supporting the margin. For fiscal 2025, current operating profit was 203 million euros, according to the annual results statement. The current operating margin for that year was 2.0%, providing an annual financial backdrop to the offer alongside revenue and online sales growth in the subsequent first half.
Fnac Darty plans to publish revenue for the third quarter of 2026 on 21 October 2026, according to its announced financial calendar. The company scheduled publication after the market close, with the next announcement covering revenue performance during that quarter. The release falls before the end of the takeover's initial acceptance period specified in the companies' evening update. If successful, the offer will reopen for at least 10 trading days, according to the terms published when it opened. Reopening would provide an additional period for tendering shares following a successful initial period, with that step remaining conditional on the offer's outcome. The current deadline for shareholders to participate in the initial acceptance period is 9 November 2026.