Without a sound, the Chinese giant JD.com launched a public takeover bid (OPA) for Ceconomy, valued at around 2.2 billion euros. Once the operation is completed, JD.com will inherit Ceconomy’s shares in Fnac Darty, or nearly 21.95% of the capital! At this stage, the largest shareholder of Fnac Darty remains Daniel Křetínský with approximately 28.28% of the shares. The other shares are distributed among various investors, funds and, to a lesser extent, employees or the company itself.
Conditions imposed by the French state
The entry of JD.com into the capital of Fnac Darty was subject to examination by the foreign investment control framework in France (IEF procedure), in particular due to the sensitive nature of the trade, Fnac Darty sells cultural goods, electronics, books, music, etc. But after trying to thwart the operation, the government finally granted the green light under strict conditions, including that JD.com will not have any governance rights. In other words, there will be no seat on the board of directors on behalf of JD.com, nor the possibility of directing or directly influencing the strategic decisions of Fnac Darty. In addition, JD.com has undertaken not to increase its stake in the capital of Fnac Darty, which locks its position at this level (around 22%). The state’s message is quite clear, accepting foreign capital does not mean ceding control, cultural and strategic sovereignty remains protected.
Why JD.com is interested in Fnac Darty (and more broadly in Europe)
JD.com is not arriving in the unknown since the Chinese group is one of the pillars of e-commerce in China and has been seeking for several months to establish itself sustainably in Europe. By acquiring Ceconomy (and therefore part of Fnac Darty), JD.com offers itself tangible leverage in physical and cultural distribution in Europe. For Fnac Darty, this merger could even open up interesting logistical and commercial opportunities, in particular access to the Asian market, which JD.com knows very well. This could, in theory, allow better circulation of cultural and high-tech products, and provide an international showcase for the French brand.
Customer data at risk?
What alarms the French authorities, but also certain cultural or economic players, is what Fnac Darty represents, a central player in the distribution of cultural goods (books, music, video games, etc.). One of the concerns concerns access to customer data, FNAC Darty has millions of subscribers, their purchasing history, their cultural preferences. However, with JD.com, a Chinese company subject to national intelligence laws, some fear a risk of exploitation or access to this data from abroad.
Finally, even if JD.com undertakes to remain dormant, some see this operation as a potential gateway to foreign influence in the cultural and commercial domain in France, which sparks a debate on digital and cultural sovereignty. To be continued.
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