CVC ups Recordati take-private offer to €10.5bn after shareholder pushback

CVC Capital Partners has increased its offer to take Italian pharmaceutical company Recordati private to €10.5bn ($11.8bn), responding to criticism from minority shareholders that its original proposal undervalued the business, according to a report by Bloomberg.
CVC and investment partner Groupe Bruxelles Lambert have raised the cash consideration to €53 a share from €51.29. The firms said the revised proposal is final and will not be increased again.
The higher bid follows mounting opposition from minority investors. CVC already owns almost half of Recordati and agreed in May to acquire the remaining shares alongside GBL, with the transaction intended to result in the company’s delisting.
Recordati’s board backed the original offer in July, although its independent directors opposed the deal, arguing that the price was financially inadequate. Activist investor Palliser Capital subsequently urged the board to withdraw its support unless CVC raised the offer to €60 a share, arguing that minority shareholders were being put under excessive pressure to accept the deal.
The revised proposal has also failed to satisfy some analysts. Paola Saglietti of Banca Akros said the €53 offer remained unattractive and did not adequately reflect Recordati’s standalone value and growth prospects.
Recordati shares rose as much as 1.8% to €53.15 in Milan following the announcement. The stock had been trading above €46 in late March, before the company disclosed that it had received an expression of interest from CVC.
CVC said the new price represents full and fair value for Recordati, taking into account the company’s standalone prospects and a broader decline in valuations across Europe’s healthcare and specialty pharmaceutical sectors.
The offer’s acceptance period has been extended by eight days to 23 October.
CVC acquired just over half of Recordati from its founding family in 2018 for about €3bn. The private equity firm began exploring potential strategic options for the business in 2024.