Recordati under the lens, Cvc and Gbl launch full takeover bid

(Il Sole 24 Ore Radiocor) - Recordati Ord under the lens after the Opa, aimed at delisting, launched in the morning by Cvc Capital Partners and Gbl - through Respighi BidCo, a newly incorporated joint-stock company under Italia law - on the company's entire share capital. The transaction envisages a priced consideration of €51.29 per share (ex-dividend compared to the 2025 balance dividend of €0.71 per share already paid on 20 May 2026), equivalent to €52.00 per share on a cum-dividend basis. The consideration incorporates a premium of 12.89% over the official price of 25 March 2026 and premiums in the range of 3-12% on one-, three-, six- and 12-month weighted averages. The total maximum value of the offer is 10.7 billion.

Rossini, a company indirectly owned by Cvc Fund VII and holder of 46.82% of Recordati's share capital, has signed a commitment to subscribe to the offer for its entire stake. Andrea Recordati co-invests in the offeror's structure through Arisca, without voting rights until the closing. The minimum threshold of the offer is 66.67% of the capital and, in case of exceeding 90%, the bidder will exercise the squeeze-out right at the same price. In case the offer is completed without delisting, a merger by incorporation of Recordati into Respighi BidCo is expected to be completed within six months from the last payment date.

"At the proposed tender offer price, the transaction does not seem interesting for Recordati's investors and seems to us more aimed at Rossini's adhesion and the consequent formalisation of the change of control (from Rossini to Respighi)", comment Intermonte's analysts, who underline how "the delisting is an unlikely scenario at these prices", since "exceeding the threshold of 66.67% would require an additional approximately 20% of adhesions from the free float", a target "difficult to reach without a relaunch of the consideration, which, however, would go against the very logic of promoting only a change of control". For the experts, delisting would require "a far higher consideration" close to €71 per share, "to incorporate the medium- to long-term upside from Isturisa and the agreement with Moderna, not yet reflected in current valuations".

"The offer offers existing shareholders the opportunity to realise immediate certain cash value, thereby eliminating exposure to execution risks associated with the company's next phase of development and broader market, macroeconomic and geopolitical volatility," notes Banca Akros, which confirms the target price on the stock at EUR 65 per share "based on solid fundamentals and a strong cash-generating capacity" and points out that "the indicative valuation at a price of EUR 52 per share is very penalising/unfair".

"Although Cvc's decision to delist (take-private) probably reflects the need to monetise the value of the initial investment made in June 2018, it also represents a confirmation of the company's confidence in Recordati's medium-term growth," write Barclays' experts, who point out that Gbl's participation "strengthens the credibility of the financing and reduces the syndication risk of the transaction". "At a premium of just around 2.6 per cent to our target price of €50, the offer at €51.29 per share implies an Ev/Ebitda 2026 multiple of around 12x according to Barclays' estimates, which we believe is at the low end of typical valuations," the analysts conclude.