Reopening of the tender period until november 8, 2024
PRESS RELEASE
Ivry-sur-Seine, France — November 4, 2024, 6.00
p.m. CEST
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS
PRESS RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IS NOT
PERMITTED IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER COUNTRY WHERE SUCH COMMUNICATION WOULD
VIOLATE THE RELEVANT APPLICABLE REGULATION
REOPENING OF THE TENDER PERIOD UNTIL
NOVEMBER 8, 2024
ALLOWING FURTHER SHAREHOLDERS TO TENDER
THEIR SHARES AT UNCHANGED CONDITIONS
- Fnac Darty
and Ruby already secured 71.5% of the share capital of
Unieuro1
- Reminder of
the terms of the Offer:
Consideration equal to €9.0 in cash + 0.1 Fnac Darty
share, representing a unique opportunity for Unieuro shareholders
to benefit from an attractive value proposal:
– 42% premium to unaffected share
price2
– 20% premium to analysts’ average
target price pre-announcement
Enrique Martinez, Chief Executive
Officer of Fnac Darty, stated: “After the successful
closing of the first offer period, we are enthusiastic about
pursuing our tie-up project with Unieuro. With the one-week
reopening of the tender period, which opened today and will last
until November 8th, Unieuro shareholders who have not tendered yet
have a great opportunity to take benefit of our offer, as the vast
majority of Unieuro’s shareholders already did.”
It is reminded that, with the press release
published on 29 October 2024, the Offerors announced to the
public:
-
the effectiveness of the Offer and the final results of the Tender
Period, on the basis of which the Offerors, jointly considered,
have come to hold 71.5 % of the share capital of Unieuro;
-
that in order to pay the Consideration to the shareholders of
Unieuro who have already tendered in the Offer, Fnac Darty, in
execution of the Offer Capital Increase, has issued no. 1,399,065
Fnac Darty shares, equal to 5.036% of Fnac Darty’s share capital on
the Payment Date. Following such issue, the subscribed and paid-in
share capital of Fnac Darty is represented by no. 29,177,643
ordinary shares.
REOPENING OF THE TENDER
PERIOD
The Offerors hereby remind that the Reopening of
the Tender Period will occur for 5 Trading Days starting from
today’s date (included), and specifically for the days of 4
November, 5 November, 6 November, 7 November and 8 November 2024.
Accordingly, the Issuer’s shareholders who did not accept the Offer
during the Tender Period may tender their Shares in the Offer
during the Reopening of the Tender Period, being entitled to the
same Consideration.
The Offerors will pay the Consideration to each
shareholder of Unieuro who has tendered in the Offer during the
Reopening of the Tender Period on the fifth Trading Day following
the end of Reopening of the Tender Period and thus 15 November
2024.
All terms not defined in this press release
shall have the same meaning given to them in the offer document,
approved by Consob with resolution no. 23231 of 23 August 2024, and
published on 24 August 2024 (the “Offer Document”) among others, on
the website of Unieuro (www.unieurospa.com) and on the website of
Fnac Darty (www.fnacdarty.com).
*****
Legal Disclaimer
The Offer is being launched exclusively in
Italy and will be made on a non-discriminatory basis and on equal
terms to all holders of Unieuro shares, as set out in the notice
published pursuant to Article 102 of Italian Legislative Decree No.
58 of February 24, 1998 and as further described in the Offer
Document that will be published in accordance with the applicable
regulations.
The Offer has not been and will not be made
in the United States of America (including its territories and
possessions, any state of the United States of America and the
District of Columbia) (the “United States”), Canada, Japan,
Australia and any other jurisdictions where making the Offer or
tendering therein would not be in compliance with the securities or
other laws or regulations of such jurisdiction or would require any
registration, approval or filing with any regulatory authority
(such jurisdictions, including the United States, Canada, Japan and
Australia, the "Excluded Countries"), by using national or
international instruments of communication or commerce of the
Excluded Countries (including, by way of illustration, the postal
network, fax, telex, e-mail, telephone and internet), through any
structure of any of the Excluded Countries’ financial
intermediaries or in any other way. No actions have been taken or
will be taken to make the Offer possible in any of the Excluded
Countries.
Copies, full or partial, of any documents
relating to the Offer, including this press release, are not and
should not be sent, or in any way transmitted, or otherwise
distributed, directly or indirectly, in the Excluded Countries. Any
person receiving any such documents shall not distribute, send or
dispatch them (whether by post or by any other mean or device of
communication or international commerce) in the Excluded Countries.
Any document relating to the Offer, including this press release,
do not constitute and shall not be construed as an offer of
financial instruments addressed to persons domiciled and/or
resident in the Excluded Countries. No securities may be offered or
sold in the Excluded Countries without specific authorization in
accordance with the applicable provisions of the local law of the
Excluded Countries or a waiver thereof.
This press release is not an offer to sell
or a solicitation of offers to purchase or subscribe for
shares.
This press release and the information
contained herein are not for distribution in or into the United
States. This press release does not constitute, or form part of, an
offer to sell, or a solicitation of an offer to purchase, any
securities in the United States. The securities of Fnac Darty have
not been and will not be registered under the U.S. Securities Act
and may not be offered or sold within the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. There is no intention to register any securities referred to
herein in the United States or to make a public offering of the
securities in the United States.
About Fnac Darty
Operating in 13 countries, Fnac Darty is a
European leader in the retail of entertainment and leisure
products, consumer electronics and domestic appliances. The Group,
which has almost 25,000 employees, has a multi-format network of
more than 1,000 stores at the end of December 2023, and is ranked
as a major e-commerce player in France (more than 27 million unique
visitors per month on average) with its three merchant sites,
fnac.com, darty.com and natureetdecouvertes.com. A leading
omnichannel player, Fnac Darty’s revenue was around €8 billion in
2023, 22% of which was realized online. For more information:
www.fnacdarty.com.
CONTACTS
ANALYSTS/INVESTORS
Domitille Vielle – Head of Investor Relations –
domitille.vielle@fnacdarty.com – +33 (0)6 03 86 05 02
Laura Parisot – Investor Relations Manager –
laura.parisot@fnacdarty.com – +33 (0)6 64 74 27 18
PRESS
Marianne Hervé – mherve@image7.fr – +33 (0)6 23
83 59 29
1 See press releases published on October 25 and October 29,
2024.
2 Based on the spot volume-weighted average closing price as of
July 15, 2024.
- 20241105_PR reopening period_Vf
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