The consortium ended its main offer period with 74.3% of the Italian drugmaker, above its two-thirds minimum. Shares bought in the market and through derivatives were what carried it past that line. The offer reopens Nov. 3 to Nov. 9.
Recordati's private equity owner has moved closer to taking the company private. It has not yet secured all of it.
The consortium held 74.3% of the Italian pharmaceutical group at the close of its tender offer period, according to a regulatory filing on Friday. That clears the offer's minimum condition of two-thirds of the share capital but falls well short of the 90% threshold at which the bidders could delist the company directly.
How they got there
The 74.3% is a total built from several routes. Borsa Italiana data show that shares tendered into the offer amount to a 62.15% stake. CVC bought a further 6.9% in the market, GBL already owned 3.3%, and the consortium acquired another 1.96% by exercising derivatives.
Rossini, the holding company through which a CVC fund has controlled Recordati since 2018 with about 46.8% of the shares, agreed in May to tender, so the tendered total is likely to include that block. The bid pairs a newer CVC fund with GBL, which makes the deal both a take-private and a handover between CVC funds. The filing does not break out how many shares came from other holders.
The arithmetic shows why the market purchases mattered. Tendered shares plus GBL's existing stake come to about 65.5%, just under the two-thirds line. The roughly 8.9% acquired through market buying and derivatives is what took the consortium comfortably past it.
What happens next
The offer will reopen from Nov. 3 to Nov. 9, giving remaining shareholders another chance to tender. Final results of the main offer period are due by Oct. 30, with payment on Nov. 2, and payment for shares tendered in the reopening on Nov. 17.
If the consortium still does not reach 90%, it could pursue a merger designed to take Recordati off the stock exchange.
Why holdouts matter
For a private equity buyer, the difference between 74% and 100% is significant. Full ownership simplifies financing, governance and any later sale. Minority holders who stay in the stock keep leverage, because the consortium has a clear interest in clearing them out.
That leverage is limited. With a large majority secured, the bidders do not need the remaining shares to run the company, and the reopening gives holdouts a defined window to accept the same terms.
What to watch
The final results by Oct. 30, the level of acceptances in the Nov. 3 to Nov. 9 reopening, and whether the consortium announces a delisting merger.