CVC and GBL launch a takeover bid for RecordatiSpecifically, after two months of due diligence, a consortium of funds led by CVC Fund IX and Groupe Bruxelles Lambert has signed binding agreements to launch a voluntary public tender offer for all the shares of the Italian pharmaceutical company. The operation is aimed at delisting.
Recordati: €10,7 billion offer, 12,89% premium
The offer will be promoted through a newly established joint stock company under Italian law, Respighi BidCo. The the total maximum value is 10,7 billion. On the plate there are € 51,29 per share, just under the 51,7 euros it closed on Thursday 21 May.
The price incorporates a premium of 12,891% compared to the official price of Recordati shares on March 25, the day on which CVC submitted its non-binding expression of interest to the Recordati board. The premium is 12,19%, 9,90%, 6,56%, and 3,29% compared to the weighted arithmetic mean of the official share prices for one, three, six, and twelve months preceding the last undisturbed price date (included). The price, Recordati specifies in a statement, is expressed on a ex-dividend, with reference to the balance of the dividend of 0,71 euros per share paid by Recordati on May 20th.
The note explains that for the purposes of the payment, GBL will provide equity resources (equity) up to an amount equal to approximately 10% of its net asset value as of March 31, 2026, while the remainder will be provided by CVC, other investors, and guaranteed financing.
As part of the transaction, Luxinva, a wholly-owned subsidiary of the Abu Dhabi Investment Authority (ADIA), CPP Investment Board Private Holdings, PSP Europe LP, certain funds managed or advised by StepStone, certain funds managed or advised by AlpInvest, MGG Strategic Sicaf Sif with reference to the MGG Strategic sub-fund and certain funds managed or advised by CapSol will invest together with CVC Fund IX and GBL. Andrea Recordati will invest in the vehicleor which will hold control of BidCo, together with the VC Investor and the GBL Investor.
The completion of the transaction is expected during the fourth quarter of 2026 and is subject to the achievement of a 66,67% participation.
Recordati: Controlling Shareholder Rossini Joins the Takeover Bid
Ross'si, the current controlling shareholder of Recordati, has taken on a commitment to accept the offer with all Recordati shares held equal to 46,82% of the share capital.
"Rossini fully supports the offer and has irrevocably committed to tendering the entire stake held, equal to approximately 47% of Recordati's share capital", commented Carmen André, Rossini's director, who added: “since 2018 we have had the privilege of accompanying Recordati in a phase of significant growth, substantial expansion of the Rare Diseases platform and regulated M&A operations, Creating value for all shareholders. We are now reaching the natural maturity of our investment cycle and, over the last two years, we have evaluated several strategic alternatives, both private and market-based, to realize our investment.”
“Following this thorough process, Rossini believes that the offer represents the best option available to monetize its stake in Recordati at an attractive valuation, which appropriately reflects the value of the Group's shares in the current context.all-cash and fully funded offer offers Rossini and all shareholders an attractive, immediate and certain value, eliminating exposure to a particularly volatile macroeconomic, geopolitical and market context", continued André, according to whom "Recordati enters a new and more challenging phase of development, characterized by long-term opportunities but also short-term uncertainty and the need to intensify R&D and M&A activities, we believe that a privately owned structure, supported by long-term capital, is best suited to enable the Company to execute its new strategy. Rossini fully supports the transaction and the next chapter of Recordati's development under a new ownership structure.
The advisors
CVC and the investor GBL were advised by Pedersoli Gattai and Latham & Watkins LLP as legal advisors and by FRM and EY as tax advisors. CVC is advised by Goldman Sachs International, Jefferies GmbH, JP Morgan Securities plc, Mediobanca, and Deutsche Bank. GBL is advised by Morgan Stanley & Co. International plc as financial advisor, and Rossini was advised by White & Case as legal advisor. Lazard is acting as advisor to the board.
