The buyout firm and GBL lifted their offer for the Italian drugmaker to 53 euros a share and called it final, after an activist pushed for 60. CVC can now also buy shares outside the offer.
CVC Capital Partners already controls Recordati. It is now paying more to remove the Italian pharmaceutical group from the stock market entirely, and it has given itself a second route to get there.
Respighi BidCo, the vehicle owned by CVC Fund IX and Belgian investment group GBL, raised its tender offer to 53.00 euros a share, including the dividend, from 51.29 euros. With the 0.71 euro 2025 dividend already paid, holders receive a total of 53.71 euros. The bidders described the price as "best and final," meaning no further increases.
The bump is modest, about 3.3% above the previous offer. The total package represents a 16.61% premium to Recordati's official price of 46.06 euros on , the last trading day before CVC's interest became known.
It still leaves at least one holder unsatisfied. Activist investor Palliser Capital argued in September for 60 euros a share. The final offer sits about 13% below that mark.
The bidders also pushed back the acceptance deadline to 5:30 p.m. on , from . Payment is scheduled for , with any reopening of the offer from to . A provisional result, including whether the minimum acceptance threshold has been met, is due by , and final results by .
The back door
Two changes give CVC more flexibility. CVC is now free to pick up Recordati stock in the open market while the tender runs, after its partners in the investment pact, including GBL, agreed to change the agreement. A derivative arrangement giving CVC economic exposure to Recordati stock through UniCredit now runs to , the same day tendering holders get paid.
On paper the bid could cost as much as 10.52 billion euros, the bill if all 198,525,562 shares in the offer perimeter are handed in. Four banks, UniCredit, Mediobanca, BNP Paribas and Crédit Agricole, have put up a fresh guarantee to cover it. The actual cash cost will be lower, because CVC already holds 46.82% of Recordati through its Rossini vehicle.
By , investors holding 49.79% of the shares in the offer had accepted.
If the bidders reach the squeeze-out threshold, they can force out the remaining holders. If not, they plan a delisting merger, under which dissenting shareholders could withdraw at a price based on the six-month average. That price is not guaranteed to match the offer, which gives holders a reason to tender rather than wait.
What to watch
The provisional count by is the decisive moment. A tender rate that clears the threshold ends Recordati's life as a listed company; a shortfall shifts the fight to the merger route and to CVC's purchases in the market.