CVC, GBL secure 74.3% stake in Recordati

CVC and Belgian investment firm GBL have amassed a 74.3% stake in Italian pharmaceutical group Recordati at the close of the initial takeover offer period on October 23. The stake follows a raised bid of €53 per share, which values Recordati at around €11 billion. The consortium’s holding is sufficient for effective control of the company but does not yet meet the level required to remove Recordati from the stock market.

The 74.3% interest is the result of multiple acquisition channels. Investors tendered shares equal to 62.15% of Recordati’s capital into the offer. This is complemented by a 6.9% stake bought on the market by CVC, GBL’s existing 3.3% shareholding, and a further 1.96% stake obtained by CVC through the exercise of derivatives.

The offer’s minimum acceptance condition was set at 66.7% of Recordati’s share capital. By reaching 74.3%, CVC and GBL have cleared that threshold, confirming the success of the takeover bid on their stated terms. However, the consortium remains below the 90% ownership threshold that is required to initiate a delisting of Recordati from the stock exchange.

Recordati also holds treasury shares amounting to around 0.5% of its capital. These treasury shares sit outside the free float available to public investors, slightly reducing the pool of shares that can be traded or tendered. With the consortium already in a controlling position, the remaining free float has been reduced, which can affect how easily the stock trades in the market.

To give remaining shareholders another opportunity to participate, the bidders will reopen the offer between November 3 and 9. During this second acceptance window, additional tenders could raise the consortium’s stake from 74.3% toward the 90% level needed for delisting. The terms of the reopened offer are based on the previously raised price of €53 per share.

If, after the reopened period, the consortium still does not reach 90% of Recordati’s capital, it has indicated an alternative path. The bidders’ vehicle has stated that it could pursue a merger with Recordati, which would leave minority shareholders holding stock in an unlisted company. In that scenario, investors who choose not to tender could remain exposed to a less liquid investment without a public listing.