CVC and GBL raise their bid for Recordati to 53 euros per share
The registration period has been extended by six sessions, from 15 to 23 October.
CVC Capital Partners and Groupe Bruxelles Lambert (GBL) are raising the stakes in Recordati. Respighi BidCo, the special purpose vehicle through which the two investors have launched the transaction, has increased the offer price for the voluntary takeover bid aimed at delisting the Italian pharmaceutical group from 51.29 to 53 euros per share. At the same time, the acceptance period has been extended by six trading sessions, from 15 to 23 October.
The new proposal comes after months of discussions regarding Recordati’s valuation and the terms of the transaction. The process began at the end of March, when CVC — which has been Recordati’s controlling shareholder since 2018 — expressed a non-binding interest to the board of directors in acquiring the company’s shares. In May, CVC then formalised the deal alongside GBL and a group of co-investors, including the Abu Dhabi Investment Authority, the Canada Pension Plan Investment Board and an investment vehicle linked to Chairman Andrea Recordati, with a cash offer of €51.29 per share and a total valuation of approximately €10.7 billion.
The bid was aimed at strengthening CVC and GBL’s control and, above all, at delisting Recordati from the Milan Stock Exchange. CVC already holds approximately 46.8 per cent of the share capital through its investment vehicle. To achieve delisting, the consortium stated that one of its objectives was to secure a stake representing at least two-thirds of the voting rights, whilst a 90 per cent threshold would have enabled the shares to be delisted.
However, ever since the announcement, the price of 51.29 euros had raised concerns amongst some investors. Over the months, the opposition became more explicit: in September, the activist investor Palliser Capital asked Recordati’s board of directors to withdraw its support for the deal, arguing that the consideration did not adequately reflect the company’s value. The four independent directors had also expressed a negative view of the offer, considering it financially inadequate and unfair to shareholders.
It is against this backdrop that the revised bid of 53 euros has been made. For Respighi BidCo, the new offer price represents a ‘full and fair valuation’ of Recordati and reflects its stand-alone prospects. The bidder draws particular attention to the recent decline in valuations within the European healthcare and specialty pharma sectors.
