French retailer Fnac Darty and bidder EP FR HOLDCo said the European Commission cleared EP Group’s takeover bid, which still requires the bidder group to hold more than 50% of the company’s share capital or voting rights at closing.
The companies described the European Commission’s clearance of the planned acquisition as the last regulatory authorization they expected. Under the offer terms, EP FR HOLDCo and parties acting with it are counted together. EP Group affiliate VESA Equity Investment’s existing stake contributes to that total, though its 28.5% share of Fnac Darty’s capital alone is below the required level.
EP FR HOLDCo is offering €35 in cash per share after Fnac Darty paid a €1-per-share dividend for its 2025 financial year on June 5. The bid also covers OCEANEs, bonds convertible into or exchangeable for shares, at an indicative €81.16 each. That amount assumes a Nov. 12 settlement date; the final price depends on when settlement occurs.
VESA held about 28.5% of Fnac Darty’s capital when the bid was announced Jan. 26. A European Commission filing notice published in September said the proposed acquisition would give EP Group sole control and identified Daniel Křetínský as the group’s ultimate controller. EP Group said it wants to provide Fnac Darty with a stable majority shareholder as European retail changes. It also said in January that it did not plan to seek a compulsory buyout after the offer.
Fnac Darty’s board supports the offer, and independent expert Ledouble found its financial terms fair to shareholders and OCEANE holders. Shareholders who tender securities would receive cash under the proposal.
The Autorité des marchés financiers (AMF), France’s financial markets regulator, declared the offer compliant May 7, and it opened May 12. The AMF will set the closing date; Fnac Darty said Oct. 20 that it expected the offer to end in early November.
