CVC and GBL Consortium Raises Stake in Recordati to 74.580% After Takeover Offer
Key Facts
Preliminary results of Respighi BidCo’s takeover offer for Recordati showed that shareholders tendered 129,976,365 shares by the close of the acceptance period on 23 October 2026. The shares represent about 62.152% of the company’s capital and 65.471% of the shares covered by the offer, with a total value of 6,888,747,345 euros. According to Respighi BidCo’s announcement, reported by FTA Online, the company and its affiliated parties, including CVC and GBL, are expected to hold about 74.580% of the capital after the offer. That exceeds the minimum threshold of 66.67% required to satisfy the acceptance condition. The result puts the offer on track to complete, while the next steps remain tied to the announcement of the status of the remaining conditions.
The consortium reached this result after raising its offer on 6 October to 53 euros per share, from 51.29 euros, and extending the acceptance period through 23 October. Borsa Italiana cited Teleborsa as reporting that Respighi BidCo described the revised price as final and said it would not be raised again. Reuters reported that the 53-euro price includes the 2025 dividend already paid, worth 0.71 euros per share, bringing the consideration to 53.71 euros including the dividend. The price change came before the period closed for collecting the shares reflected in the preliminary results. This shows that the announced stake followed the higher offer and extended deadline, rather than marking the offer’s launch.
However, the expected stake does not reach 90%, the level linked to the squeeze-out procedures and delisting under the offer plan. The offer aims to acquire all of Recordati’s capital and delist it. If the stake remains below 90% after the acceptance period is reopened, the plan calls for Recordati to merge into Respighi BidCo, subject to approval by the relevant company bodies. A Reuters report on 23 October said the consortium’s stake had reached 74.3%, above the 66.7% minimum cited in the report but below the 90% level. The report also said Recordati shares stood at 53.05 euros that day.
The next step is for Respighi BidCo to announce the offer’s final results and the status of the two conditions concerning material adverse events and defensive measures by 30 October 2026. The company said the minimum acceptance condition had been met, while some other conditions, including competition, foreign direct investment review and foreign financial support, had been satisfied or waived. If the offer is completed, 2 November has been set as the payment date for shares tendered during the initial acceptance period. The acceptance period is scheduled to reopen on 3, 4, 5, 6 and 9 November, with payment for shares tendered during that period due on 17 November. Reuters said the bidders could seek to merge Recordati into their company if they do not reach the 90% threshold after the offer is reopened, a route that could leave minority shareholders holding shares in an unlisted company.