Retail

Unieuro, the board splits over the price of the Fnac Darty Opas

On the stock market, the share is trading slightly below the offer value, which is around EUR 12 between cash and bidder's shares

by Mo.D.

3' min read

3' min read

The board of directors of Unieuro is split on the assessment of the fairness of the price offered by Fnac Darty and Ruby Equity Investment for the Opas on all of Unieuro's ordinary shares. The board, composed of 11 members, seven of whom are independent, split: for Alessandra Bucci, Pietro Caliceti, Paola Elisabetta Galbiati, Giancarlo Nicosanti Monterastelli (ceo) and Maria Bruna Olivieri (general manager), the price is too low; Daniele Pelli (independent) abstained; while Laura Cavatorta, Stefano Meloni, Alessandra Stabilini , Giuseppe Nisticò (head of distribution & logistics of Iliad Italia) and Benedetto Levi (ceo Iliad Italia) considered it congruous, although they too emphasised that 'it is at the lower end of the range of values identified and does not fully capture the company's potential'.

The evaluation

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In particular, the board of directors, having taken note of the fairness opinion issued by the financial advisors Equita Sim and Mediobanca Banca di Credito Finanziario, did not reach a majority on the fairness assessment, considering that five directors considered the consideration to be unfair, five considered it congruous, and one director abstained.

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The advisors, for their part, with the application of partly different valuation methodologies, had considered the offer price to be congruous from a financial point of view, i.e. EUR 9 and 0.1 newly issued ordinary shares of Fnac Darty listed on Euronext Paris for each Unieuro share contributed to the offer.

At Piazza Affari, Unieuro's share price is trading slightly below the value of the offer, which is around EUR 12 between cash and the bidder's shares. Since the beginning of the year it has gained over 12% thanks to the jump at the launch of the offer in mid-July.

The company's press release also states that the board has, this time unanimously, found some critical aspects with reference to the information provided by the bidders on the reasons for the offer, future plans and any extraordinary transactions subsequent to the offer itself, compared with the strategic objectives initiated and pursued by the Unieuro group and communicated to the market.

The Fnac Darty offer

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The French group is launching a takeover bid on the Italian group together with the vehicle Ruby Equity Investment. The offer for each share of the Forlì-based company includes EUR 9 in cash and 0.1 newly issued Fnac-Darty shares listed on the Euronext Paris stock exchange. The premium for shareholders is 42% compared to the official share price as of 15 July 2024 (the last trading day before the announcement of the Opas), which was EUR 8.45, for a valuation of 100% of Unieuro of EUR 249 million.

According to the French, assisted by Rothschild, the merger between Fnac Darty and Unieuro 'would create a leader in consumer electronics, home appliances, publishing and services in southern and western Europe, with more than €10 billion in turnover, 30,000 employees and more than 1,500 shops. The combined entity would hold the first or second position in its core markets.

Unieuro numbers

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Unieuro is the Italian leader in consumer electronics and household appliances with a market share of 17%. In 2023, Unieuro will reach a turnover of EUR 2.6 billion. It has a dense network of integrated and affiliated shops throughout Italy, with a significant presence in the North and Centre of the country (71% of shops). In addition, Unieuro is developing its service activities, including the integration of Covercare, which specialises in home repairs and services.


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