Fnac Darty: K?etínský's Takeover Offer at €36 per Share, Board Approves

Details of the Offer

EP FR HoldCo proposes to acquire all outstanding shares of Fnac Darty at a price of 36 euros per share (including the 2026 dividend for the 2025 fiscal year), as well as all convertible and exchangeable bonds (OCEANE) at a price of 81.12 euros per bond. The offer is voluntary and will be carried out under the normal procedure, in accordance with AMF regulations. As of the date of filing the response document, the Initiator, through its subsidiary VESA Equity Investment, holds 28.45% of the capital and voting rights of the Company. The offer is subject to the lapse threshold provided by the regulations and the obtaining of regulatory approvals, including for merger control by the European Commission and the Swiss Competition Authority.

Board's Deliberation and Independent Review

The board of directors met on March 9, 2026, to issue its reasoned opinion in accordance with regulations. An ad hoc committee, composed mostly of independent directors and chaired by Sandra Lagumina, oversaw the work of the Ledouble firm, appointed as an independent expert. This expert concluded that the price of 36 euros per share is financially fair for shareholders voluntarily contributing their shares, as well as the price of 81.12 euros per OCEANE for bondholders. The Committee identified no provisions within the related agreements that could harm the interests of shareholders. After deliberation, the board unanimously recommended that its members tender their shares to the offer, subject to certain statutory obligations. The Company decided that its treasury shares would not be tendered to the offer.