European Commission Clears Fnac Darty Takeover at 35 Euros a Share
Key Facts
Fnac Darty and EP FR HoldCo, the acquisition vehicle controlled by EP Group, announced that they had obtained European Commission merger clearance for the takeover offer for the company. The current offer price is 35 euros a share, according to Fnac Darty's statement on the approval. The company described the decision as "the final approval awaited for the transaction", completing the clearances the deal had been awaiting. The offer covers Fnac Darty shares and bonds convertible into shares. Securities holders had already been able to tender their holdings since the offer opened on 12 May 2026.
The offer price per share reflects an adjustment for the dividend paid by Fnac Darty, according to the company's statement on the offer procedures. The company paid a dividend of 1 euro a share on 5 June 2026 for the 2025 financial year. This dividend was deducted from the offer price, reflecting the payment shareholders received in the cash consideration now being offered to them. Financing for the purchase of the securities is fully secured from the bidder's own funds, according to the offer document filed by EP FR HoldCo. This financing also covers costs associated with the offer, alongside the amounts required to purchase the targeted securities.
The merger clearance followed a series of regulatory decisions in France and at the European level, according to Fnac Darty's statements on the opening of the offer. The transaction received foreign direct investment clearance in France on 26 March 2026. European Commission approval under the foreign subsidies review followed on 4 May 2026. France's Financial Markets Authority issued its decision declaring the offer compliant on 7 May 2026, before investors could begin tendering their holdings. The latest European approval came under merger control, after the foreign investment, foreign subsidies and offer compliance reviews had been completed.
Through the transaction, EP Group aims to become Fnac Darty's long-term majority shareholder, according to its announcement of the proposed offer. The group's VESA Equity Investment held 28.5% of the company's share capital when the proposal was announced. EP said it did not intend to carry out a squeeze-out of minority shareholders under its announced plans for the transaction. It also said it did not intend to seek the delisting of Fnac Darty shares. The buyer's stated intentions also include keeping Fnac Darty unmerged, while seeking a long-term majority stake in the company.
The offer received the backing of Fnac Darty's board, which unanimously recommended that shareholders accept it, according to the company's statement on the board's reasoned opinion. The board described its position on the takeover offer as a "unanimous favourable reasoned opinion". Independent expert Ledouble concluded that the offer was fair from a financial standpoint, according to the same statement. The offer targets a company whose revenue exceeded 10 billion euros in 2025, according to figures cited by Fnac Darty in its statement on the European approval. Ledouble's assessment concerns the fairness of the financial terms offered to securities holders, while the board's position rests on its stated recommendation to accept the offer.
Upcoming milestones include Fnac Darty's announcement of third-quarter 2026 revenue on 21 October 2026 after the market close, according to its financial calendar. The company expects the takeover offer to close in early November 2026, according to its statement on the European approval. France's Financial Markets Authority will announce the final offer timetable, including the specific closing date. The transaction's success requires the bidder to exceed the threshold of 50% of the share capital or voting rights at closing, under the announced offer terms. If successful, the offer document provides for it to reopen for at least 10 trading days.