(News Bulletin 247) – The distributor and its largest shareholder managed to climb to more than 90% of the capital of the Italian group following the reopening of the offer period. Unieuro could soon be removed from the Milan Stock Exchange, where it was listed.

Fnac Darty formalizes its presence in Italy. The specialized distributor, with the support of its controlling shareholder Daniel Kretinsky, managed to collect 91.1% of Unieuro’s capital at the end of the reopening period of its offer for the Italian electronic products and equipment group. household appliances.

“It’s done,” summarizes TP ICAP Midcap in its morning note dedicated to announcing the success of this operation.

Announced in mid-July, this takeover, which took the form of a public purchase offer (OPA), was carried out in two phases. Fnac Darty, and Ruby Equity Investment, one of the Czech billionaire’s investment companies, launched an offer for Unieuro at the beginning of September and at the end of which 67.1% of the Italian’s capital was contributed, this which, combined with the 4.4% stake already held by Fnac Darty, represented 71.5% of the capital.

It was “a semi-success for the group” commented TP ICAP Midcap, in a note devoted to the results of this first phase of the offer.

The initiators then reopened last week, a new offer period at the end of which 19.6% of the capital was contributed. This results in 91.1% of Unieuro’s capital, held by Fnac Darty which still remains below the 95% threshold, “preventing a compulsory withdrawal for the moment”, recalls Florent Thy-thine, head of equity research at TP ICAP Midcap.

From now on, Fnac Darty must therefore make a final effort to succeed in removing Unieuro from the transalpine coast. “An exit window should open for the remaining shareholders allowing the group to hope to reach this threshold of 95%. In any case, the delisting will be carried out,” says the specialist.

A target of choice

The offer values ​​Unieuro 240 million euros and will allow the specialist distributor to enter Italy, a country in southern Europe where it was still absent. The Italian group is number one and claims 17% market share. The group has a turnover of 2.6 billion euros in 2023. It has a dense network of nearly 500 integrated and affiliated stores spread throughout Italy with a significant presence in the north and the center of the country (71% of stores).

Like Fnac Darty, Unieuro has also oriented its strategy towards service activities, particularly after the acquisition of Covercare, a specialist in home repair and services.

The new group should represent 10 billion euros in turnover, 30,000 employees and more than 1,500 stores, and would constitute a major player in the sale of electronic products, household appliances, editorial products and services in Europe. West and South.

“The acquisition of Unieuro will allow us to increase its territorial influence and slightly reduce our dependence on the French market since Italy will account for 25% of our turnover,” declared Enrique Martinez, general manager. of Fnac Darty this Wednesday morning on BFM Business.

A return of paper in sight

This acquisition, however, raises two issues with different temporalities, reports TP ICAP Midcap. In the short term, Fnac Darty must deal with a “return of paper which could flow into the title since part of the operation is carried out in Fnac Darty shares (9 euros + 0.1 Fnac Darty shares)”, says Florent Thy- tine. The question of this return of paper arises in particular for the two main shareholders of Unieuro: Iliad and the Silvestrini family, founder of Unieuro, who respectively held 12% and 10% of the Italian group, specifies the specialist.

Another challenge arises for Fnac Darty, but this time in the medium term. And it concerns the integration of Unieuro within the group, the deadline for which is not yet known and will depend on the decision time of the competition authorities, he warns.

“Not being present in Italy, the synergies will be limited to purchases initially,” also recalls the analyst. The specialist in cultural goods had in fact indicated when announcing its brands of interest on Unieuro that it expected to achieve 20 million euros in full-year synergies from 2025, mainly thanks to economies of scale on purchases. .

“Unieuro operates in a competitive environment and the task of restoring profitability will not be simple. However, risk-taking is limited since the group will only spend 56 million euros in cash and limited dilution,” concludes Florent Thy -tine.

Indeed, the fact of being supported by its largest shareholder will limit the increase in Fnac Darty’s net debt to 56 million euros. “Daniel Kretinsky is therefore in the mix since Ruby Equity is affiliated with Vesa Equity (the investment company controlled by Daniel Kretinsky, Editor’s note). This arrangement allows the group to have the means to carry out other operations”, recalled the analyst last July.

Fnac Darty also envisages an accretive impact greater than 10% on its net profit per share for 2025, including synergies, and a positive impact on its current operating income and operating cash flow.

On the Paris Stock Exchange, Fnac Darty shares rose 2.9% to 26.55 euros around 2:00 p.m., the second largest increase in the SBF 120 behind Nexans (+4.8%) whose 2028 strategic plan convinced investors.