The Firm is representing Groupe Fnac S.A. (“Fnac”), a leading French electronics retailer, in connection with its offer to acquire the entire issued and to be issued share capital of Darty plc (“Darty”). Fnac’s final offer for Darty (“Fnac’s Final Offer”), which was announced on 25 April 2016, followed a long-running bidding battle with Conforama Investissement SNC, a division of South African conglomerate Steinhoff International (“Steinhoff”). The boards of Fnac and Darty had previously announced the terms of a recommended transaction in November 2015 whereby Fnac had agreed to make an all share offer with a partial cash alternative for the entire issued and to be issued share capital of Darty, valuing Darty at approximately £558 million (US$ 846 million) (the “Original Offer”). Following Steinhoff’s decision to bid for Darty in March 2016, both Fnac and Steinhoff sought to acquire stakes in Darty through a series of market purchases. At the time of Fnac’s Final Offer, Fnac announced it had acquired 29.7% of Darty’s share capital and had secured irrevocable undertakings from Darty shareholders holding approximately 22% of Darty’s share capital to accept Fnac’s Final Offer. On 31 May 2016, Darty announced that it was recommending Fnac’s Final Offer and on 1 June 2016 Steinhoff announced that its offer for Darty would lapse.~~Under the terms of Fnac’s Final Offer, Darty shareholders will be entitled to receive 170 pence in cash for every Darty share held. Fnac’s Final Offer also includes a partial share alternative pursuant to which eligible Darty shareholders will have the opportunity to elect to receive new Fnac shares in lieu of all or part of the cash which they would otherwise have been entitled to receive on the basis of one new Fnac share for every 25 Darty shares held. Fnac’s Final Offer values the entire issued and to be issued share capital of Darty at £914 million (US$ 1.3 billion) and reflects a premium of approximately 61% to the value of the Original Offer.~~In connection with Fnac’s Final Offer, Fnac has put in place a €950 million term loan facility and a €400 million revolving credit facility with three French banks. The financing package will fund the acquisition of Darty and will also allow the combined group to refinance their respective existing indebtedness and will provide ongoing working capital for the combined group following completion of the transaction.~~Fnac’s Final Offer, which is governed by the U.K. Takeover Code, is being implemented by way of contractual takeover offer under the U.K. Companies Act 2006, and is subject to, among other things, conditions relating to the receipt of Phase II antitrust approval in France, Fnac shareholder approval and certain other applicable regulatory clearances. Fnac’s offer document and prospectus were published on 18 May 2016. It is expected that the transaction will complete in early August 2016.~~Fnac operates from 199 stores across several countries and generated consolidated revenues of €3.9 billion in 2015. Its shares are listed on Euronext Paris.~~Darty, whose shares are admitted to the premium listing segment of the UKLA’s Official List and to trading on the London Stock Exchange plc’s main market for listed securities, is a leading multi-channel service-led electrical retailer operating from over 400 stores in three European countries. In 2014-15 Darty generated revenues of approximately €3.5 billion.~~The London-based Simpson Thacher team includes Adam Signy, James Connor, Neil Evans, Martin Weatherston-Wilson and Chris Vallance (M&A – U.K.); Antti Pesonen and Linn Mayhew (Credit); and Nick Shaw and Till Lefranc (Capital Markets).~~BDGS Associés is providing French and Belgian legal advice.