A split emerges at the decisive moment of the operation. While the Recordati board of directors considers by majority the price of the public tender offer launched by Respighi BidCo to be appropriate, the independent directors express a diametrically opposite judgment and analysts continue to raise doubts about the valuation of the pharmaceutical group. The dossier now passes to the shareholders, called to decide on whether to accept the takeover bid aimed at delisting the company.
BOARD DIVIDED ON THE TAKEOVER BID
The Recordati board of directors has approved the document in which the company expresses its assessment of the public tender offer launched by Respighi BidCo. With six votes in favor out of ten, the board judged the price of €51.29 per share adequate, also based on the evaluation by the independent advisor Lazard, which deemed it fair from a financial perspective.
Those in favor were chairman Andrea Recordati, CEO Robert Koremans, Luigi La Corte, Giampiero Mazza, Cathrin Petty, and Kim Stratton. According to the board majority, the transition to a non-listed company could offer greater freedom in pursuing long-term strategies and new acquisitions, with benefits for the group’s development.
THE NO FROM THE INDEPENDENT DIRECTORS
The four independent directors – Diva Moriani, Joanna Le Couilliard, Piergiorgio Peluso, and Stephen Sands – hold the opposite view. After examining the valuation prepared by Rothschild & Co Italia, they unanimously rejected the proposed price, judging it insufficient and considering the offer as a whole inadequate.
While acknowledging that the delisting could have industrial logic and offer advantages to the company, the independent directors believe that the €51.29 per share does not represent the real value of Recordati nor its growth prospects.
ANALYSTS’ DOUBTS
The judgment of the independent directors reinforces the doubts already expressed by analysts. According to Intermonte, as reported by Milano Finanza, the price incorporates a limited premium compared to the quotations before the announcement of the operation and does not fully value Recordati’s growth potential, supported by the acquisition pipeline and the development of the rare diseases business.
The investment bank therefore urges shareholders not to accept the offer and maintains a target price of €71 per share, considering that the fundamental value of the stock is significantly higher than the proposed consideration.
THE €10.7 BILLION OFFER
The voluntary total public tender offer concerns 100% of the 209.1 million ordinary shares of Recordati. As also written by Startmag a month ago, Respighi BidCo offers €51.29 per share ex-dividend, equal to €52 cum dividend, for a maximum outlay of €10.7 billion. The price incorporates a premium of 12.89% compared to the “undisturbed” price of March 25, 2026, equal to €46.06 per share, the date of the announcement of the non-binding expression of interest by the funds.
The operation, announced in May and aimed at delisting Recordati from the Milan Stock Exchange, is promoted by Respighi BidCo, a vehicle controlled by CVC Capital Partners with the support of the Recordati family and other shareholders who have already committed to contribute their stakes. The press release approved by the board of directors, together with the fairness opinions of Lazard and Rothschild & Co Italia, will be attached to the offer document to be published by the offeror after Consob’s approval.
