Private equity firms CVC Capital Partners and Groupe Bruxelles Lambert have sweetened their all-cash offer for Italian drugmaker Recordati, lifting the bid to €53 per share and giving shareholders more time to accept. The buyers, operating through a special-purpose vehicle called Respighi BidCo, raised the offer from €51.29 and extended the acceptance window to October 23, according to Reuters.
The new price is labeled “best and final,” meaning the consortium says it will not go higher. Because Recordati has already paid a €0.71 dividend tied to 2025, Respighi argues the total value to shareholders is €53.71 per share. That represents a 16.6% premium to the March 25 closing price, the last session before the initial approach became public.
Why the bid was raised
The bump comes after Palliser Capital, an activist investor, publicly argued that the first offer undervalued Recordati and pushed for at least €60 per share. While the consortium has not met that demand, the increase shows how activist shareholders can influence the terms of a deal once it is on the table.
Now the focus shifts from price to process. The acceptance period, which began on August 31, was originally set to end on October 15 but now runs to October 23. Cash payment is slated for November 2. As of October 5, investors holding 49.79% of shares had tendered, and Reuters reported that CVC already owns 46.8% of the company. That gives the consortium a large base as it tries to reach the threshold needed to take Recordati private and delist it from the Milan stock exchange.
What it means for investors
For everyday investors, Recordati’s stock is no longer trading like a typical pharmaceutical company. With an all-cash “best and final” bid and a fixed payment date, the shares now behave more like a merger-arbitrage situation. In such cases, the market price usually sits a bit below the promised payout—here, €53.71—because the gap reflects two things: the risk that the buyers don’t collect enough shares to complete the delisting, and the cost of waiting for the cash.
Extending the window to October 23 can narrow that gap if it encourages more holders to tender, but it can also widen it if investors interpret the extra time as a sign that some shareholders are holding out for more. Either way, the spread between the current market price and €53.71 becomes the quickest gauge of how confident the market is that Respighi will complete the deal on schedule.
For those who already own Recordati shares, the key question is whether to tender now or wait. The “best and final” label suggests the consortium is unlikely to raise its offer again, but activist pressure could still change the dynamics. Investors should weigh the certainty of the cash offer against the possibility—however slim—that a higher bid emerges.
This kind of situation is not unique. In other markets, similar takeover battles have played out, such as when companies restructure debt to buy time, or when investors await central bank decisions that can shift market sentiment. The Recordati deal, though, is a clear example of how activist investors can force a higher price in a public takeover.
For the broader market, the outcome will be watched closely. If the consortium succeeds in taking Recordati private, it could encourage other private equity firms to pursue similar deals in Europe’s healthcare sector. If it fails, it may signal that activists are gaining more power in shaping deal terms.
Either way, the next few weeks will be critical. The acceptance deadline is October 23, and the cash payment is scheduled for November 2. Until then, Recordati’s share price will likely move in tandem with the perceived probability of the deal closing.
