Key Takeaways
- • Palliser Capital, a Recordati S.p.A. shareholder, wrote to the Recordati Board on 14 October 2026 demanding public clarification of whether the independent directors unanimously recommend the revised €53.00 per share offer from Respighi BidCo, the bid vehicle of CVC and GBL.
- • Palliser argues the Board's 7 October announcement, which "welcomes" the €1.71 (3.3%) increase, has been misread as an endorsement, as it contains no fairness statement, no updated reasoned opinion under Article 39-bis of the Issuers' Regulation, and no tender recommendation.
- • Palliser set a 5:30 p.m. Italian time deadline on 16 October 2026 for CVC/Respighi BidCo and the independent directors to clarify their positions publicly.
- • The offer sits less than €1 above the bottom of the €52.01–€61.25 DCF range in Rothschild's fairness opinion, an opinion that predates first-half 2026 results showing Rare Diseases growth of 22% at constant exchange rates, and is well below the €60.10 Bloomberg consensus price target.
- • Palliser does not support the offer and does not intend to tender its shares, and says the outcome will set a precedent for minority shareholders across Italy.
Summary
Palliser Capital (UK) Ltd, a London-based alternative investment manager and shareholder of Recordati S.p.A., has written to the Recordati Board seeking public clarification of the independent directors' position on the revised €53.00 per share offer from Respighi BidCo, the bid vehicle of CVC and GBL. The letter, attached to the Business Wire release, challenges the market reading of the Board's 7 October 2026 announcement, in which the Board "welcomes" the increase. Palliser contends that the announcement is not an endorsement: it contains no statement that the independent directors consider the offer fair, no updated reasoned opinion under Article 39-bis of the Issuers' Regulation, and no recommendation to tender. Instead, the Board reiterated that the decision rests with each shareholder.
Palliser has asked Respighi BidCo and CVC to confirm whether, to their knowledge, the independent directors have concluded the offer is fair or have recommended it. It has also asked the independent directors to confirm whether they have revisited their 14 July 2026 conclusion that the offer price was inadequate and whether they now recommend tendering at €53.00. The deadline for responses is 5:30 p.m. Italian time on 16 October 2026. Absent confirmation, Palliser says it, and it expects other shareholders, will proceed on the basis that the independent directors have not concluded €53.00 is fair and do not recommend the offer.
Palliser argues the valuation context is weak for the offer. The €1.71 (3.3%) increase leaves the price less than €1 above the bottom of the €52.01–€61.25 DCF range in Rothschild's fairness opinion for the independent directors. That opinion predates first-half 2026 results, in which Rare Diseases, Recordati's highest-growth business, grew 22% at constant exchange rates. The offer is also well below the €60.10 Bloomberg consensus price target, according to Palliser's analysis of market data as of 14 October 2026 close on Euronext Milan.
James Smith, Chief Investment Officer of Palliser, said shareholders are being asked to decide "in the final days of this Offer without knowing where the independent directors stand," adding that "a token 3% increase does not make this Offer fair, nor does it fix the conflicts and coercive structure at its heart." Palliser states it does not support the offer and does not intend to tender its shares. The release notes that Palliser may have a financial interest in the Recordati position and that the letter is not investment advice.
Palliser has asked Respighi BidCo and CVC to confirm whether, to their knowledge, the independent directors have concluded the offer is fair or have recommended it. It has also asked the independent directors to confirm whether they have revisited their 14 July 2026 conclusion that the offer price was inadequate and whether they now recommend tendering at €53.00. The deadline for responses is 5:30 p.m. Italian time on 16 October 2026. Absent confirmation, Palliser says it, and it expects other shareholders, will proceed on the basis that the independent directors have not concluded €53.00 is fair and do not recommend the offer.
Palliser argues the valuation context is weak for the offer. The €1.71 (3.3%) increase leaves the price less than €1 above the bottom of the €52.01–€61.25 DCF range in Rothschild's fairness opinion for the independent directors. That opinion predates first-half 2026 results, in which Rare Diseases, Recordati's highest-growth business, grew 22% at constant exchange rates. The offer is also well below the €60.10 Bloomberg consensus price target, according to Palliser's analysis of market data as of 14 October 2026 close on Euronext Milan.
James Smith, Chief Investment Officer of Palliser, said shareholders are being asked to decide "in the final days of this Offer without knowing where the independent directors stand," adding that "a token 3% increase does not make this Offer fair, nor does it fix the conflicts and coercive structure at its heart." Palliser states it does not support the offer and does not intend to tender its shares. The release notes that Palliser may have a financial interest in the Recordati position and that the letter is not investment advice.
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