A majority of Recordati's board, six out of ten members, has deemed the $10.7 billion cash offer by CVC Capital Partners and Groupe Bruxelles Lambert (GBL) to take the Italian drugmaker private as "fair." The offer of $51.29 per share was supported by the board majority, who believe that transitioning to a non-listed company could provide greater freedom for long-term strategies and new acquisitions. This decision was also supported by an evaluation from independent advisor Lazard, which found the offer financially fair.
However, four independent directors, Diva Moriani, Joanna Le Couilliard, Piergiorgio Peluso, and Stephen Sands, unanimously rejected the offer, considering the price insufficient and the overall offer inadequate. They, supported by Rothschild & Co Italia's valuation, argue that $51.29 per share does not accurately reflect Recordati's real value or its growth prospects, despite acknowledging the potential industrial logic and advantages of delisting.
Analysts have also voiced doubts regarding the offer. Intermonte, an investment bank, has urged shareholders not to accept the bid, citing a limited premium compared to pre-announcement prices and an undervaluation of Recordati's growth potential, especially concerning its rare diseases business and an acquisition pipeline. Intermonte maintains a target price of $71 per share, representing a 38.4% premium over the proposed offer, suggesting the fundamental value of the stock is significantly higher. The market does not appear to be fully pricing in the long-term potential of drugs like Isturisa or agreements with companies like Moderna.
The voluntary total public tender offer concerns 100% of Recordati's 209.1 million ordinary shares. The $51.29 per share ex-dividend (or $52 cum dividend) represents a premium of 12.89% compared to the undisturbed price of $46.06 per share on March 25, 2026. Respighi BidCo, controlled by CVC Capital Partners with support from the Recordati family and other shareholders, launched the offer in May, aiming to delist the company from the Milan Stock Exchange.
