A consortium of funds led by CVC Fund IX and GBL (Groupe Bruxelles Lambert) has signed binding agreements for the launch of a voluntary public takeover bid (OPA) for Recordati’s ordinary shares, aimed at its delisting from Euronext Milan. The operation will be promoted through a newly established joint-stock company under Italian law, called Respighi BidCo.
The operation includes a series of co-investors: Luxinva SA (controlled by Abu Dhabi Investment Authority), CPP Investment Board Private Holdings Inc., PSP Europe LP, some funds managed or assisted by StepStone, AlpInvest and CapSol, as well as MGG Strategic SICAF SIF SA with reference to the MGG Strategic sub-fund. Andrea Recordati will also participate by investing in the vehicle that will hold control of BidCo.
Compensation and reward
The fee is set in 51.29 euros per shareto be understood as ex-dividend compared to the final dividend of 0.71 euros per share paid to shareholders on 20 May 2026. The cum dividend value is therefore equal to 52.00 euros, with a premium of 12.89% compared to the official price of Recordati shares on 25 March 2026, the last trading day before the dissemination of the non-binding expression of interest presented by CVC.
Assuming the acceptance of all 209,125,156 Recordati shares in circulation, the maximum value of the operation is approximately 10.73 billion euros. To finance the disbursement, GBL will make available its own resources up to approximately 10% of its Net Asset Value as of 31 March 2026, while the remaining part will be provided by the CVC Investor, the other co-investors and guaranteed financing.
Rossini’s commitment
Rossini, current controlling shareholder of Recordati and a company indirectly owned by CVC Fund VII, has signed an irrevocable commitment to accept the offer with all 97,912,463 shares held, equal to 46.82% of the share capital. Membership will take place by the fifth trading day from the start of the membership period.
“Rossini fully supports the Offer and has irrevocably committed to tendering the entire stake held, equal to approximately 47% of Recordati’s share capital”confirms Carmen André, Director of Rossini, adding “since 2018 we have had the privilege of accompanying Recordati in a phase of significant growth, substantial expansion of the Rare Diseases platform and disciplined M&A operations, creating value for all shareholders. We are now reaching the natural maturity of our investment cycle and, over the last two years, we have evaluated various strategic alternatives, both private and market, in order to realize our investment”.
“Rossini believes that the Offer represents the best option available to monetise its stake in Recordati at an attractive valuation, – continues the manager – which appropriately reflects the value of the Group’s shares in the current context. An all-cash and fully financed Offer offers Rossini and all shareholders attractive, immediate and certain value, eliminating exposure to a particularly volatile macroeconomic, geopolitical and market context. Furthermore, as Recordati enters a new and more challenging phase of development, characterized by long-term opportunities but also by short-term uncertainty and the need to intensify R&D and M&A activities, we believe that a privately owned structure, supported by long-term capital, is best suited to enable the Company to execute its new strategy.”
GBL’s comment
Michal Chalaczkiewicz, Investment Partner of GBL, explained that this operation “It is fully consistent with GBL’s strategy of investing in leading companies in the priority sectors identified by the group – including healthcare – through control or co-control structures and an active ownership approach.”
“We are pleased to enter into this co-controlling partnership, which would represent GBL’s largest healthcare investment to date. GBL’s experience in healthcare investing, combined with its long-term approach, will strengthen the Company’s continued development. For GBL, this transaction would represent GBL’s fourth healthcare investment, following Affidea, Sanoptis and Rayner, contributing to sub-sector diversification beyond healthcare services and medtech.”.
Conditions of effectiveness and timing
The completion of the offer is subject to the achievement of a total participation equal to at least 66.67% of Recordati’s share capital, to obtain antitrust, foreign direct investment (FDI) and foreign subsidies distorting the internal market (FSR) authorizations, in addition to further conditions of effectiveness. The closing is expected in the fourth quarter of 2026. If the conditions for delisting are not met following the outcome of the offer and any squeeze-out and sell-out procedures, a possible merger by incorporation of Recordati into BidCo is envisaged.
The advisors
The legal advisors for the operation are PedersoliGattai and Latham & Watkins for CVC and GBL, while White & Case assists Rossini. On the financial front, CVC is supported by Goldman Sachs International, Jefferies, JP Morgan, Mediobanca and Deutsche Bank; GBL uses Morgan Stanley. Tax advisors are FRM and EY.
