Resistance grows to Recordati's private equity takeover
The offer on the table for Italian pharma group Recordati by private equity firms CVC and GBL undervalues the company and is unfair to minority shareholders, according to hedge fund Palliser, which is leading a pushback against the deal.
The €51.29-per-share offer tabled by CVC and GBL in May – which values Recordati at around €10.7 billion and would delist the company from the Euronext Milan exchange – is a "lowball" offer that is "nothing less than a deeply unfair and highly irregular scheme to railroad Recordati's minority shareholders into surrendering their shares," according to London, UK-based Palliser.
It claims that the deal is being engineered through the approval of non-independent directors who have deep conflicts and are invested in the transaction's success, and against the "unanimous, unreserved opposition of every independent director on the board."
CVC already owns a big stake in Recordati through its control of major shareholder Rossini, which owns 46.82% of the stock and has agreed to tender all of its holdings in support of the bid, and the offer was approved by a "slim majority" of non-independent directors.
Palliser Capital and opposing minority shareholders have demanded that the consortium raise its take-private offer to no less than €60 per share. Recordati's share price was trading at €52.25 at the time of writing.
The takeover was cleared by Italy's securities market regulator, CONSOB, on 8th July, and four independent directors voted against it at a board meeting on 15th July. The tender period got underway at the start of this month and is due to close in mid-October.
The offer is legally conditioned upon the private equity company's Respighi BidCo vehicle securing at least a two-thirds qualified majority of Recordati's voting stock, with a mandatory squeeze-out triggered if acceptances exceed 90% of the total share capital.
If the two-thirds majority is not reached, the bidders plan to merge Recordati with Respighi within six months, forcing it into private hands, which Palliser has slammed as a "coercion tactic."
"The message to minority shareholders is clear: accept €51.29 now or get forced out," it said.
Recordati has been growing well in recent years, with 2025 revenues rising 8.3% to €2.62 billion on the back of products like Cushing's syndrome therapy Isturisa (osilodrostat), but has said it wants to expand further and needs funds for bolt-on licensing and/or M&A deals.
The private equity companies contend that this would be easier to achieve as a privately held group due to greater confidentiality, faster decision-making, and less public shareholder pressure.
