EP Group plans tender offer for Fnac Darty shares and bonds

Core Viewpoint - EP Group plans to launch a voluntary cash tender offer for French retailer Fnac Darty, aiming to become the majority shareholder by the end of Q1 2026, with the offer supported by Fnac Darty's board [1][4]. Group 1: Tender Offer Details - The tender offer will include all shares and convertible bonds (OCEANEs) not already held by EP Group, with a set price of €36 ($42.72) per share and €81.09 per OCEANE, which includes accrued interest [2]. - The offer represents a premium of 19% over the closing price on January 23, 2026, 24% over the one-month volume-weighted average price, and 26% over the three-month VWAP, valuing Fnac Darty's equity at €1.1 billion [3]. Group 2: Strategic Intent and Management - EP Group's chairman and CEO, Daniel Kretinsky, emphasized the strength of Fnac Darty's omnichannel model and the importance of its 'Beyond Everyday' strategy, indicating a long-term commitment to the company [4]. - The company will maintain its registered office and management in France, keep the current leadership team, and adjust the board's composition to reflect the new ownership structure while maintaining its existing dividend policy [5]. Group 3: Regulatory and Financial Considerations - The transaction is subject to regulatory clearances, employee consultations, and a statutory threshold of over 50% of capital or voting rights, along with review by France's Financial Markets Authority [6]. - The deal is fully financed, with backstop facilities in place to cover any early debt repayment triggered by change-of-control clauses [5].