“Since our entry into the capital in 2021, we have been able to appreciate the strength of Fnac Darty's omnichannel model and the relevance of its "Beyond Everyday" strategy. With this friendly offer, which has been welcomed by the Board of Directors, we want to consolidate our commitment by becoming the majority shareholder in the long term. We are committed to supporting the current management team led by Enrique Martinez and ensuring the Company's French foothold, while providing an attractive liquidity opportunity to shareholders who wish to do so.” Daniel Křetínský, Chairman and CEO of EP Group.
Sound and stable shareholder base to support the ambitions of the Company's strategic plan
The Offer is fully funded from available resources, and EP Group has secured a backstop financing at attractive terms, to cater for any potential early reimbursement of the Company’s funding due to any change of control provisions.
Offer welcomed by the Company’s Board of Directors
The Board of Directors of Fnac Darty unanimously welcomed the Offer without prejudice to the reasoned opinion to be issued by the Board of Directors following the submission of the report on the financial terms of the Offer by the independent expert to be appointed pursuant to Article 261-1 I and II of the General Regulations of the French Financial Markets Authority (Autorité des marchés financiers, or the “AMF”).
Offer terms providing investors with an optionality between an immediate liquidity at an attractive premium and long-term value creation
EP FR HoldCo does not intend to implement a squeeze-out procedure for the Company's Shares, in accordance with the provisions of Articles L. 433-4 II of the French Monetary and Financial Code and 232-4 and 237-1 et seq. of the General Regulations of the AMF, in the event that, at the end of the Offer or, where applicable, the reopened Offer, the Shares not tendered to the Offer by minority shareholders do not represent more than 10 % of the Company's share capital and voting rights of the Company.
Furthermore, EP FR HoldCo does not intend to implement a squeeze-out procedure for the OCEANEs, in the event that, at the end of the Offer or, where applicable, the reopened Offer, the Shares not tendered to the Offer by minority shareholders, and the Shares that may be issued following the conversion of OCEANEs not tendered in the Offer or, where applicable, the reopened Offer, do not represent more than 10 % of the fully diluted number of Shares of the Company.
Similarly, EP FR HoldCo does not intend to request Euronext Paris to delist the Shares, to merge with Fnac Darty, nor to engage any other legal reorganization involving Fnac Darty.
Conditions and timetable
The Offer will be subject to the satisfaction of customary conditions, including regulatory approvals, as well as the completion of the information and consultation process with the relevant employee representative bodies.
The Offer will not be subject to any success threshold, other than the statutory caducity threshold of more than 50 % of the share capital or voting rights pursuant to Article 231-9 I of the General Regulations of the AMF, and will not be subject to any financing condition.
It is expected that the Offer will be filed with the AMF before the end of the first quarter of 2026, in coordination with the Company's governance bodies, including the ad hoc committee set up by the Board of Directors to monitor the work of the independent expert and to prepare the reasoned opinion on the Offer and its consequences for Fnac Darty, its shareholders and its employees. The Offer will be subject to the review of the AMF, which will assess its compliance with applicable legal and regulatory provisions.
Advisors
BNP Paribas acts as lead financial advisor and Crédit Agricole CIB and Société Générale act as financial advisors to EP FR HoldCo in relation to the transaction. De Pardieu Brocas Maffei acts as legal advisor.
Contact
Daniel Častvaj, Corporate Communications Director, EP Group
About EP Group
EP Group is one of Europe’s largest privately owned industrial conglomerates, operating across all EU member states and the United Kingdom. With a strategic focus on Logistics, Food Wholesale & Retail, Media, and E-commerce, the Group provides the essential services that form the backbone of modern society. Built on a foundation of energy and infrastructure, EP Group maintains an investment-grade profile and a highly resilient portfolio. On a pro forma basis, the Group generates annual revenues of approximately €80 billion and EBITDA of €8 billion, delivering reliable and efficient solutions to millions of households across Europe.
Daniel Křetínský is the majority shareholder, Chairman, and CEO of EP Group. He holds key leadership roles across the portfolio, notably as Chairman of EPH (a leading European energy utility) or International Distributions Services. Mr. Křetínský is also the majority shareholder of EP Equity Investment (EPEI), which holds significant stakes in major international retailers and postal services, including Casino Guichard-Perrachon, J Sainsbury and PostNL. In professional sports, he is the Chairman of AC Sparta Prague and a major shareholder in West Ham United F.C.
About J&T Capital Partners
Founded in 2021, J&T Capital Partners is a Czech-based holding company that consolidates and manages the joint investments of Patrik Tkáč (and J&T Group) with Daniel Křetínský. The firm focuses on the strategic development of shared ownership interests across selected international projects. J&T Capital Partner shareholders are J&T CAPITAL INVESTMENTS, which is the controlling shareholder of the holding company, and the J&T Alliance SICAV fund, through which qualified investors of the J&T ARCH INVESTMENTS fund can participate economically in the company.
About Fnac Darty
Fnac Darty is a European leader in the omnichannel retail of consumer electronics and domestic appliances, culture and leisure products. Operating in 14 countries, it employs nearly 30,000 employees and has a multi-format network of more than 1,500 stores, with a strong web position and a growing number of subscribers to its services. Fnac Darty’s revenue was over €10 billion in 2024 on the new perimeter including the Italian leader Unieuro. With its 2030 plan Beyond everyday, Fnac Darty is expanding its European footprint and deepening its shift towards a model focused on omnichannel, services, and circularity.
[1] Subject to the approval of Fnac Darty shareholders’ general meeting.
[2] Assuming an interest period starting on 23 March 2026 and ending on 15 July 2026, as the expected settlement date of the initial acceptance period. The Offer price per OCEANE will be adjusted according to the actual settlement date of the initial acceptance period.