Will the Fnac Darty group succeed in convincing the shareholders of Unieuro, the number one distributor of electronic and household appliances in Italy with a 17% market share, of the benefits of a merger between the two companies?
The French distributor of cultural goods, leisure, technical products and household appliances present in thirteen countries launched, on Monday September 2, a takeover bid for the Italian Darty, with the financial support of its main shareholder, the Czech billionaire Daniel Kretinsky, acting through one of its investment vehicles, Ruby Equity Investment.
The Fnac Darty offer, which will close on October 25, values Unieuro at €249 million, a sum that should be paid 75% in cash and the rest in Fnac Darty shares. This represents “a premium of 42% on the average of the Unieuro stock market price weighted by volumes at the close of July 15, 2024”according to a press release from Fnac Darty dated August 29. And constitutes “a unique opportunity to create a European leader in specialist distribution”adds the group. In 2023, Fnac Darty achieved 7.87 billion euros in turnover (-0.9% compared to 2022) and Unieuro 2.6 billion euros.
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Such a takeover would therefore allow the French distributor to cross the 10 billion euro turnover mark, a critical size that would improve its purchasing conditions with its suppliers, as well as its access to financial markets. But not only that. “Today, we are strong in France, Belgium and Portugal. This operation would allow us to diversify and reduce our dependence on the French market on which we generate around 6 billion euros out of nearly 8 billion.”specifies to the Monde Enrique Martinez, CEO of the Fnac Darty group, who is considering “20 million euros of synergies through this industrial project with a company very focused, like us, on digital, services and repairs”.
No consensus on terms of transaction
At the end of 2023, the French group had already strengthened its position in Europe by making an acquisition in Portugal: the purchase of the ten stores and the online store of MediaMarkt Portugal (around 450 employees and a turnover of nearly 140 million euros in the 2021-2022 financial year). Fnac Darty had then consolidated its position as number two behind a local player, Worten.
The French group, which already holds 4.4% of Unieuro’s capital, had revealed its takeover bid project on July 16. It received the approval of Consob, the Italian financial markets authority, on August 23, which validated the right to launch this offer on the stock market. But the terms of this operation did not meet with consensus among the board of directors of the Italian consumer electronics distributor with 500 stores. Its capital is held by Iliad (parent company of the operator Free) which owns 11% of the capital, the asset manager Amundi, the Silvestrini family (of the founder of Unieuro), and investment funds. Five directors considered it insufficient, five others considered it “appropriate” and one administrator abstained, Unieuro detailed in a press release on August 29.
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