EP Group Launches Cash Takeover Bid for Fnac Darty at 19% Premium
Paris, Monday, 26 January 2026.
Daniel Křetínský’s EP Group moves to consolidate European retail with a €36 per share cash offer for Fnac Darty. The board-backed bid represents a 19% premium, signaling strong confidence despite a challenging consumer market.
Deal Structure and Valuation
On January 23, 2026, EP Group submitted a draft tender offer to the Board of Directors of Fnac Darty, proposing a cash transaction of €36 per share and €81.09 per OCEANE [1]. This offer, formally announced today, January 26, 2026, values the retailer at a premium of 19% over its last closing price prior to the announcement [1][3]. Furthermore, the bid represents premiums of 24% and 26% over the volume-weighted average share prices for the preceding one and three months, respectively [1]. The proposal is not subject to any success threshold other than acquiring more than 50% of the share capital or voting rights, indicating a clear path toward majority control rather than a full privatization [1][3].
Strategic Holdings and Operational Intent
The bid is orchestrated by Czech billionaire Daniel Křetínský, whose investment vehicle, VESA Equity Investment, already stands as Fnac Darty’s largest shareholder with a 28.5% stake in the company’s capital [1][3]. For this transaction, a newly incorporated entity named EP FR HoldCo was established on January 23, 2026; this vehicle is owned 56% plus one share by EP Group and 44% less one share by J&T Capital Partners, which is controlled by Patrik Tkáč [1]. Notably, EP Group has explicitly stated that it does not intend to implement a mandatory squeeze-out procedure following the offer, signaling a desire to maintain the company’s listing on the Euronext Paris while securing a controlling majority [1][3]. EP Group intends to maintain the current management team and the company’s headquarters in France [3].
Resilience Amidst Market Headwinds
This consolidation attempt coincides with Fnac Darty’s release of its preliminary unaudited results for 2025 today, January 26, 2026, which paint a picture of operational resilience in a difficult retail environment [2]. The Group estimates its annual revenue for 2025 at €10,329.8 million, reflecting a like-for-like growth of 0.7% [2]. While the fourth quarter remained stable overall, it was penalized by underperformance in the French market, which saw a decline of 0.6% on a like-for-like basis [2]. Despite these headwinds and a challenging context for the retail sector confirmed by Banque de France data, the company projects a current operating income of €203 million, achieving a margin of 2.0% [2]. The operating free cash flow is estimated to reach €145 million, aligning with the previous year’s performance excluding asset disposals [2].
Governance and Regulatory Timeline
The Board of Directors of Fnac Darty, led by Chairman Jacques Veyrat, has unanimously welcomed the proposal, characterizing it as a friendly move by their largest shareholder that supports the “Beyond everyday” strategic plan [1][3]. To ensure due diligence, the Board has established an ad-hoc committee comprising independent directors and appointed Ledouble as the independent expert to assess the fairness of the financial terms [3]. The formal filing of the offer with the Autorité des marchés financiers (AMF) is scheduled to occur before the end of the first quarter of 2026 [1][3]. Pending regulatory approvals, the Board expects to issue its reasoned opinion to shareholders in the coming weeks [1].