CVC and GBL raise Recordati offer to €53 a share and call it final

CVC Capital Partners and Groupe Bruxelles Lambert raised their takeover offer for Italian drugmaker Recordati to €53 a share on Tuesday and said they would not go any higher. They also gave shareholders more time, extending the tender to October 23 from October 15.

The higher price values the shares covered by the offer at up to about €10.52 billion, or roughly $11.8 billion, if every one of them is tendered. The buyers are bidding through Respighi BidCo, a vehicle they set up for the deal, and want to take the Milan-listed company private.

What the new offer pays

The offer rises from €51.29 a share. Recordati already paid shareholders a €0.71 dividend in May, so the bidders put the total value at €53.71 a share. They say that is 16.6% above Recordati's official share price on March 25, the last trading day before the company disclosed CVC's interest.

Respighi called the new price "best and final" and said it "will not be increased further." It said the price reflects Recordati's standalone prospects at a time of "progressive deterioration of valuations across the European healthcare and specialty pharmaceuticals sector." UniCredit, Mediobanca, BNP Paribas and Crédit Agricole have guaranteed the larger payment. Shareholders who have already tendered get the new price automatically.

Why the bidders had to move

The offer only goes through if the buyers end up with at least 66.67% of Recordati's share capital, a level the bidders say would give them control of votes at extraordinary shareholder meetings, which decide matters such as a merger. Shares tendered and shares bought outside the offer both count. The bidders have kept the right to waive that condition and buy whatever is tendered.

As of October 5, about 98.84 million shares had been tendered, equal to 49.79% of the shares covered by the offer, according to MilanoFinanza. Nearly all of that came from Rossini, the holding company through which CVC already controls Recordati. Rossini owns 97.9 million shares, or 46.82% of the company, and had committed to tender all of them within the first week of the offer. That means other investors had tendered fewer than 1 million shares.

The market had signaled the original price was too low. Recordati closed at €52.20 on Monday, above the €51.29 offer. In September, activist investor Palliser Capital, a minority shareholder, said the bid undervalued the company and pressed for at least €60 a share.

Respighi also gave itself a second route to the threshold. The bidders amended their investment agreement so that CVC can buy Recordati shares outside the offer. CVC already holds an economic exposure to up to 10.25 million shares, about 4.9% of the company, through a total return swap with UniCredit, a derivative that tracks those shares and can be settled by delivering them. The swap's maturity has been pushed to November 2.

What Recordati does

Recordati is present in about 150 countries. Specialty and primary care medicines, such as urology, cardiovascular and gastrointestinal treatments, made up 58.7% of its pharmaceutical revenue in 2025. Treatments for rare and ultra-rare diseases made up the other 41.3%. The U.S. is its largest single market, at about 20% of pharmaceutical revenue, and group net revenue was €2.62 billion last year.

Co-investors in the bid include Canadian pension manager CPP Investments, StepStone, AlpInvest and Andrea Recordati, a member of the founding family, MilanoFinanza reported. The offer is open to U.S. holders under U.S. tender offer rules for foreign companies.

The timetable and the shares

The bidders said any statement before the close on whether the 66.67% condition has been met or waived would come by October 16. The tender closes at 5:30 p.m. Italian time on October 23, with provisional results due by the morning of October 26 and payment on November 2. If the offer succeeds, a further window from November 3 to November 9 may let remaining shareholders tender.

If the buyers do not reach the levels needed to squeeze out the remaining holders, they plan, subject to the necessary approvals, to merge Recordati into Respighi to delist it. Holders who stay in and do not vote for the merger would then have a right to sell their shares back at a price based on six months of closing prices, and Respighi warned that price could be lower than €53.

Recordati opened at €53 in Milan on Tuesday. By 10:05 a.m. local time it was at €52.95, up 1.4% from Monday's close and just under the new offer. The final price remains below the €54.45 the shares reached last November.