Investors Accuse Private Equity Group of Lowballing Recordati Take-Private Offer

A consortium led by private equity firm CVC Capital Partners and Belgian investment company Groupe Bruxelles Lambert (GBL) has entered into binding agreements for a voluntary cash tender offer to take the Italian pharmaceutical company Recordati private, valuing the business at approximately €10.7bn, according to Reuters and additional financial coverage.

The proposed transaction offers shareholders €52.00 per share, which consists of €51.29 in cash plus a €0.71 dividend for 2025, according to reports from europesays.com. Shares in the Milan-listed company closed at €51.30 on Wednesday, trading broadly in line with the buyout offer price, according to privateequitywire.co.uk. The offer comes as private equity sponsors continue to target defensive healthcare assets across Europe that offer long-term growth potential and stable cash flows.

Board Endorsement and Dissents Over Intrinsic Value

A majority of Recordati’s board has backed the take-private proposal, with six of the 10 directors concluding that the cash offer is fair, according to Reuters reporting cited by privateequitywire.co.uk. At the same time, four independent board members opposed the transaction, arguing that the valuation does not adequately reflect the pharmaceutical group’s intrinsic value or its long-term growth prospects. Despite their objections, those four independent directors acknowledged the strategic rationale behind delisting and the operational advantages of running the company as a privately held business.

In recommending the agreement, supporting board members emphasized that private ownership would grant the company greater strategic flexibility. This structure allows management to pursue long-term growth initiatives and acquisitions without the quarterly reporting pressures and short-term earnings expectations associated with public markets, according to privateequitywire.co.uk.

Consortium Structure and Financial Background

Alongside CVC and GBL, several institutional investors and co-investors are participating in the acquisition. According to europesays.com, the co-investors include Luxinva (a wholly-owned subsidiary of the Abu Dhabi Investment Authority), CPP Investment Board Private Holdings, PSP Europe, StepStone, AlpInvest, MGG Strategic, CapSol, and Andrea Recordati.

CVC already holds significant historical ties to the company. A consortium led by CVC acquired the holding company that owned a majority interest in Recordati in 2018, structured as a fully financed acquisition of the Recordati family holding company FIMEI for an enterprise value of €3.03bn, according to europesays.com. CVC currently controls Rossini, a holding company that owns a 46.8% stake in Recordati, a position maintained since the 2018 buyout.

Recordati reported strong financial metrics ahead of the agreement. In February, the company announced consolidated net revenue of €2.6bn for the full year 2025 alongside an EBITDA of €991m, according to europesays.com. Founded over a century ago as a family pharmacy in central Italy, Recordati has evolved into an international healthcare firm specializing in primary care, consumer healthcare, and specialized treatments for rare diseases.

Advisors and Legal Counsel

The transaction involves a broad roster of financial and legal advisors across the participating firms. According to europesays.com, CVC and GBL are advised by PedersoliGattai and Latham & Watkins as legal counsel, with financial tax advisory services provided by FRM and EY.

Financial advisory for CVC is managed by Goldman Sachs, Jefferies, JP Morgan, Mediobanca – Banca di Credito Finanziario, and Deutsche Bank. GBL is receiving financial advice from Morgan Stanley. Meanwhile, Rossini, operating as the existing controlling shareholder with its 46.8% stake, has been assisted by legal counsel White & Case, according to europesays.com.