Recordati: Palliser Capital writes to the board urging it to reject the CVC-GBL takeover bid

This stake includes the 46.82 per cent holding held by Rossini S.à r.l., an investment company through which the CVC Capital Partners fund holds a majority stake and controls Recordati; the stake held by Andrea Recordati, chairman of Recordati, who accepted the takeover bid by selling 200,000 ordinary shares with a total value of €10.26 million; the stake held by Arisca S.r.l., a company closely linked to Andrea Recordati, which accepted the offer by selling 122,903 ordinary shares with a total value of 6.31 million euros; the stake held by Recordati’s CEO Rob Koremans, comprising 78,426 shares with a value of over €4 million.

Rothschild & Co, appointed by Recordati’s independent directors, has rejected the price of 51.29 euros per share offered by Respighi BidCo on financial grounds. The fairness opinion, dated 14 July 2026, concludes that the offer price is ‘inadequate from a financial perspective’. This assessment is particularly significant because it is not based on a single methodology, but on a comparison of six different valuation approaches: the discounted cash flow (DCF) method, multiples of comparable listed companies, comparable transactions, premiums historically recognised in Italian takeover bids, the share’s historical performance and analysts’ target prices. The price of €51.29 falls below the figures obtained by most of the methodologies used by Rothschild, whose analysis was also based on Recordati’s 2025–2029 business plan and on information received from management between April and July 2026.

Il valore delle azioni di Recordati

Valutazione di Rotschild & Co Italia risultante dall’applicazione di ciascuna delle metodologie usate

Rothschild & Co

“In light of the considerations set out above, and subject to the provisions set out therein, Rothschild & Co considers that, as at the Reference Date, the Consideration is not financially fair,” concludes the investment bank.

Specifically, the discounted cash flow (DCF) analysis took into account Recordati’s business plan up to 2029 and projected the results beyond that horizon, extending to 2034. Rothschild also singled out Isturisa, a medicine used to treat Cushing’s syndrome, and valued it separately over a time horizon extending to 2040 using a sum-of-the-parts approach.

For the Recordati business, excluding Isturisa, Rothschild used a weighted average cost of capital (WACC) of between 7.8 per cent and 8.3 per cent and a perpetual growth rate of between 1.75 per cent and 2.25 per cent. From 2030 onwards, it has also normalised maintenance capital expenditure at around €100 million per year, adopting, on the whole, more conservative growth assumptions than those based on historical trends and management projections. Finally, Rothschild assumes that, following the loss of exclusivity, revenue will fall by between 65 per cent and 80 per cent. Even using this relatively conservative assumption, the DCF analysis yields a value of between €52.01 and €61.25 per share, with the lower limit already exceeding the €51.29 offered in the takeover bid.

Lazard’s fairness opinion, commissioned by the board, reaches the opposite conclusion to that of Rothschild: Lazard considers the price of 51.29 euros per share to be appropriate from a financial perspective. The French investment bank cited the DCF (Discounted Cash Flow) method as its primary valuation approach. It assessed Recordati’s unlevered, after-tax cash flows from 30 June 2026 to 31 December 2040, using a perpetual growth rate of 0.25%–0.75% and discount rates/WACC of 7.70 per cent–8.70 per cent. The DCF model yields a value per share of €44.98–€54.21. The takeover bid price therefore falls within this range, close to the upper end of the interval.

Lazard also analysed the share’s performance. In the 52 weeks leading up to 9 July 2026, Recordati’s share price had fluctuated between approximately 44.48 and 54.60 euros. As at 25 March 2026, a date considered “undisturbed”, the spot price was €46.06, whilst the weighted average prices were €46.35 over one month, €48.80 over six months and €50.35 over twelve months.

Lazard also examined selected listed companies operating in the biopharmaceutical sector (BioMarin, Ipsen, Orion, Sobi and UCB), analysing their enterprise value expressed as a multiple of the expected revenue and EBITDA of each comparable company, projected for each of the financial years ending 31 December 2026 and 31 December 2027.

Fairness opinion di Lazard

Confronto con società comparable del settore

Lazard

‘On the basis of the foregoing,’ the document states, ‘Lazard has applied EBITDA multiples of +/- 1.0x relative to the median EV/ adjusted EBITDA for CY2026 of the main comparables (core peers), corresponding to 12.4x–14.4x, to the company’s estimated EBITDA for CY2026, in order to calculate an implied value range per share, in each case using the company’s estimated EBITDA as set out in its forecasts. The results of these analyses indicated an implied value per share of between €51.44 and €61.41’.

On the other hand, based on an analysis of previous transactions, Lazard applied ‘EBITDA multiples of +/- 1.0x relative to the median Adjusted LTM EV/EBITDA multiple of comparable transactions, which stood at 12.6x (ranging from 11.6x to 13.6x), to the company’s LTM adjusted EBITDA as at June 2026. The results of the analysis indicated an implied value per share of between €46.71 and €56.55’.

Finally, Lazard examined the historical performance of the share price (and trading volumes) over the 52-week period ending 9 July 2026. During that period, the intraday trading price of the share fluctuated between approximately €44.48 and €54.60 per share. Based on the analysis contained in the document, the investment bank declared the offer price to be fair.