European Commission clears EP takeover of Fnac Darty at 35 euros a share
Key Facts
EP Group has secured European Commission merger control approval for its proposed acquisition of Fnac Darty, according to a joint statement issued by Fnac Darty and EP FR HoldCo on 20 October 2026. The companies described the decision as the "final outstanding approval", completing the approvals they had been awaiting to proceed with the offer. The European decision followed French foreign direct investment clearance obtained for the transaction on 26 March 2026, according to Fnac Darty's announcement. The takeover offer opened on 12 May 2026, meaning European clearance was secured while the offer to shareholders was open. The latest announcement concerns approval of the proposed acquisition, while the offer's closing remains a subsequent step in the announced process.
The current offer price for Fnac Darty shareholders is 35 euros a share, according to the company's offer statement, following an adjustment after a cash dividend payment to shareholders. The dividend amounted to 1.0 euros a share for the 2025 financial year and was paid on 5 June 2026, according to the same statement. The proposed price when the original offer was announced was 36 euros a share, before the dividend payment was reflected in the subsequent offer consideration. Fnac Darty said at the original announcement that the price represented a 19% premium to the last closing share price before the offer was announced. The stated premium relates to the original consideration and its reference share price at the time of the announcement, while the current consideration reflects the adjustment following the dividend for the previous financial year.
EP Group's offer builds on an existing stake in Fnac Darty, with its subsidiary Vesa Equity Investment holding 28.5% when the original offer was announced. That percentage represents the subsidiary's ownership when the proposal was made, according to Fnac Darty's announcement outlining the bidder's background. In its statement of intentions regarding the transaction, EP Group said it did not intend to carry out a squeeze-out of minority shareholders. The group also pledged to retain Fnac Darty's registered office in France if the offer succeeds, according to its statement on the proposed acquisition. Its stated intentions also included keeping the company's management in France, alongside its registered office, as part of the arrangements outlined for after the transaction succeeds.
The offer received the backing of Fnac Darty's board, which unanimously issued a reasoned opinion in its favour, according to the company's statement on the board's position on the transaction. The endorsement took the form of the board's formal opinion on the offer to shareholders, with its members unanimously supporting the stated position. On the financial assessment, Ledouble served as the independent expert appointed to examine the fairness of the offer, according to the same statement. The expert concluded that "the offer is fair from a financial point of view", a conclusion Fnac Darty cited in its announcement concerning the transaction. The board's support was thus accompanied by an independent assessment of the offer's financial fairness, while European merger control approval followed later in the acquisition's regulatory process.
On operating performance, Fnac Darty reported annual revenue of 10,330 million euros in 2025, according to its full-year results statement. Revenue rose 0.7% on a like-for-like basis against restated 2024 figures, with the company attributing the annual growth to services. In the first quarter of 2026, revenue totalled 2,310 million euros, according to the company's announcement on its performance for the period. Quarterly sales rose 0.9% year on year on a like-for-like basis, compared with the previous full year's growth calculated on the same basis. In the first half of 2026, the current operating loss amounted to 34 million euros, according to Fnac Darty's half-year results statement. The current operating result improved by 10% compared with the restated corresponding period, although the reported first-half result remained a loss.
Fnac Darty plans to announce third-quarter 2026 revenue on 21 October 2026, according to the financial calendar in its half-year results statement. The company scheduled the revenue release for after the market close, making third-quarter performance the subject of its next operating update. On the acquisition, Fnac Darty and EP FR HoldCo expect the offer to close in early November 2026, according to their joint statement on European approval. France's financial markets regulator will announce the final offer timetable, including the closing date, under the arrangements set out in the statement. The expected early November timing remains subject to the final timetable to be announced by the regulator, which will specify the offer's exact closing date.