お知らせ • Aug 29
Fnac Darty SA (ENXTPA:FNAC) and Ruby Equity Investment S.à R.L. cancelled the acquisition of an additional 95.30% stake in Unieuro S.p.A. (BIT:UNIR) from Amundi Asset Management SAS, Xavier Niel, Giuseppe Silvestrini and others.
Fnac Darty SA (ENXTPA:FNAC) and Ruby Equity Investment S.à R.L. proposed to acquire an additional 95.30% stake in Unieuro S.p.A. (BIT:UNIR) from Amundi Asset Management SAS, Xavier Niel, Giuseppe Silvestrini and others for approximately €240 million on July 16, 2024. The Offerors will pay a consideration for each Unieuro Share tendered to the Offer equal to €9.00 (the “Cash Portion”), and no. 0.1 newly issued Fnac-Darty shares listed on the Euronext Paris (the “Share Portion”). Therefore, for every 10 Unieuro Shares tendered to the Offer, €90.00 and 1 newly issued Fnac-Darty share will be paid. As of the date of this Notice, Fnac-Darty directly holds no. 913,412 ordinary shares of Unieuro (equal to approximately 4.4% of the share capital), which are excluded from the Offer. The Offer is aimed at delisting Unieuro from the Euronext Milan. Fnac Darty and Ruby Equity Investment plan to create a Joint investment vehicle (held respectively at 51% and 49%) that will hold the stake in Unieuro. This company would be controlled and consolidated by Fnac Darty Group. The cash component representing c.75% of the offer amount, would be financed by Ruby Equity Investment and Fnac Darty in the respective proportion of c.2/3 and c.1/3. The equity component representing c.25% of the offer amount would be financed by Fnac Darty through a share issuance of approximately 2.0 million shares, within the limits of the current authorizations, and representing around 6.6% of Fnac Darty’s share capital post transaction. The Cash Portion will be financed through the use of the Offerors own funds. If all of the Shares subject to the Offer are tendered a maximum amount of €178.066881 million an aggregate amount of the Cash Portion, will be paid to the tendering Unieuro shareholders and a maximum of no. 1,978,521 newly issued shares of Fnac-Darty, as maximum aggregate amount of the Share Portion, will be issued to the tendering Unieuro shareholders (other than the Offerors), representing approximately 6.6% of Fnac-Darty’s share capital following the execution of the VTO Capital Increase. The transaction is subject to the obtainment, by the second trading day prior to the Payment Date, of any authorization, approval or clearance, including the authorization by the European Commission required under EU competition legislation in order to take legal control over the Issuer, as well as any other applicable clearance pursuant to antitrust applicable regulations, that the Offerors and any person acting in concert with them come to hold, upon completion of the Offer as a result of tenders in the Offer and/or any purchases made outside the Offer pursuant to applicable law during the Tender Period a direct and/or indirect stake equal at least to 90% of the Issuer’s share capital. Closing of the offer is expected over the course of Q4 2024. As of July 22, 2024, the Parties are carrying out all the disclosure formalities required by the mentioned provision of law and by the relevant regulations. As of August 5, 2024, the Offerors inform that, Consob requested certain additional information, ordering the suspension of the review period for the approval of the Offer Document until such additional information is provided and, in any event, for a period not exceeding 15 days. The reopening of the review period will be promptly disclosed to the market. As of August 8, 2024, the Offerors announce that Fnac Darty has obtained from its lending banks the waivers required to implement the Offer and the overall transaction and to prevent any technical breach under any existing facility agreement of Fnac Darty which would arise therefrom. As a result, the condition set forth by the CFA shall be deemed to have been fulfilled. As of August 23, 2024, Commissione Nazionale per le Società e la Borsa (CONSOB) approved the Issuers’ Regulation Offer document, as subsequently amended and supplemented. Fnac Darty directly holds no. 913,412 ordinary shares of Unieuro (equal to approximately 4.38% of the share capital), which are excluded from the Offer. Therefore, as of the Date of the amended Offer Document, the Offer – assuming the issuance of all of the Additional Shares, 8,697 Additional Shares that Unieuro might issue prior to the completion of the Offer in favour of the beneficiaries of the long-term stock option incentive plan approved on February 6, 2017 by Unieuro’s shareholders’ meeting, as a result of the exercise of the stock options and the consequent execution of the capital increase authorized by the same shareholders’ meeting of Unieuro. The Tender Period agreed with Borsa Italiana, corresponding to 40 Trading Days, will begin on September 2, 2024 and last until on October 25, 2024 included, subject to possible extensions. If all of the Shares Subject to the Offer are tendered (assuming the issuance of all of the Additional Shares): (i) a maximum amount of Euro 179,503,137, as maximum aggregate amount of the Cash Portion, will be paid to the tendering Unieuro shareholders; and (ii) a maximum of no. 1,994,480 newly issued Fnac Shares, as maximum aggregate amount of the Share Portion, will be issued to the tendering Unieuro shareholders (other than the Offerors), representing approximately 6.70% of Fnac Darty’s share capital following the execution of the Offer Capital Increase.
Crédit Agricole Corporate and Investment Bank acted as financial advisor for Fnac Darty SA. Rothschild & Co SCA acted as financial advisor for Fnac Darty SA. Bredin Prat & Associes acted as legal advisor for Ruby Equity Investment S.à R.L. and Fnac Darty SA. De Pardieu Brocas Maffei acted as legal advisor for Ruby Equity Investment S.à R.L. Chiomenti Studio Legale acted as legal advisor for Ruby Equity Investment S.à R.L. and Fnac Darty SA. White & Case LLP acted as legal advisor for Ruby Equity Investment S.à R.L. Intesa Sanpaolo S.p.A., acts as Intermediary Responsible for Coordinating the Collection of Tenders and, therefore, will receive fees for such service. Georgeson S.r.l., with registered office in Rome, Via Emilia no. 88, has been appointed by the Offerors as Global Information Agent in order to provide information relating to the Offer to all shareholders of the Issuer.
Fnac Darty SA (ENXTPA:FNAC) and Ruby Equity Investment S.à R.L. cancelled the acquisition of an additional 95.30% stake in Unieuro S.p.A. (BIT:UNIR) from Amundi Asset Management SAS, Xavier Niel, Giuseppe Silvestrini and others on August 29, 2024. The board of Unieuro S.p.A. has rejected the offer.
