CVC-GBL consortium raises stake in Recordati to 91.9%, paving way for delisting
Key Facts
The stake held by the CVC-GBL consortium in Recordati rose to 91.9% of the capital after the offer closed on November 9, 2026, according to Reuters calculations based on data from Borsa Italiana. The consortium thereby exceeded the 90% threshold that the report said was required to proceed with delisting the company. The consortium offered 53 euros for each share, while the report described Recordati as a pharmaceutical company valued at about 11 billion euros, equivalent to 12.32 billion dollars. Reaching this stake puts the transaction on course to remove the company from the stock exchange and buy the remaining shares, but does not mean the takeover and delisting procedures have been completed. Reuters said the consortium's stake "rose to 91.9% after the offer closed."
The offer announced in May was voluntary and cash-based and covered all outstanding ordinary shares in Recordati, with the aim of delisting the company. GBL valued it at about 10.7 billion euros when it was launched, based on a price of 51.29 euros per share. CVC and GBL's offer price at closing then reached 53 euros per share, according to Reuters. The comparison between the two prices shows that the consideration offered at closing was higher than the original price announced in May, while the initial valuation of the offer was based on 51.29 euros per share. Reuters' description of the company's value at about 11 billion euros, or 12.32 billion dollars, appeared in its coverage of the offer's closing.
GBL said when launching the offer that the price of 51.29 euros included a premium of 12.89% over Recordati's official share price on March 25, 2026. That was the last trading day before the company announced it had received non-binding interest from CVC, according to the statement. The statement also said that controlling shareholder Rossini had undertaken to tender its entire stake, amounting to 46.82% of the capital. That commitment formed part of the arrangements for the announced offer for the outstanding shares, while the 91.9% figure later represented the consortium's stake after the offer closed in November. GBL's statement estimated the maximum offer consideration at 10,726,029,251.24 euros, assuming all 209,125,156 shares in the company were tendered.
Exceeding the 90% threshold allows the consortium to begin the process of delisting Recordati, according to Reuters, but the subsequent steps concern the treatment of shares that were not tendered into the offer. GBL's statement had indicated that the delisting could be carried out after squeeze-out and/or sell-out procedures for the remaining shareholders. The statement described this as a delisting that could follow "squeeze-out and/or sell-out procedures." It also noted the possibility of merging Recordati into BidCo if the conditions for delisting were not met after the offer. The 91.9% stake is therefore the result of the offer's closing and a threshold that opens the way for subsequent procedures, not an announcement that those procedures have been completed.
When launching the offer in May, GBL expected it to be completed during the fourth quarter of 2026. The offer closed on November 9, the date on which Reuters recorded the consortium's stake reaching 91.9%. The launch statement linked the expected timetable to the offer procedures, while also pointing to paths for buying or selling the remaining shares and the possibility of merging the company into BidCo if the conditions for delisting were not met. The transaction has thus moved from a cash offer targeting all shares to a stage that allows the process of removing the company from the stock exchange to proceed. The next steps remain completion of the procedures relating to shares that were not tendered, through the paths set out in GBL's statement.