Recordati Stock (REC): The Respighi BidCo Tender Offer, the Timetable and What Happens If You Do Nothing

As of 12 August 2026. All information comes from the CONSOB-approved offer document, its Italian summary note, the offeror's and issuer's own releases, and Borsa Italiana. Sources are listed at the end.

From 08:30 on Monday 31 August 2026, holders of Recordati shares face a choice with three documented outcomes: tender into the public purchase offer, sell in the market, or do nothing. This page sets out what each path involves according to the transaction documents. It contains no recommendation, no advice on whether to tender, and no forecast.

The timetable

• 31 August 2026, 08:30 Italian time — the acceptance period opens. It was agreed with Borsa Italiana under Article 40(2) of the Issuers' Regulation.
• 15 October 2026, 17:30 Italian time — it closes, subject to extension. There is a time, not just a date.
• 23 October 2026 — payment date for shares tendered during the ordinary period: the sixth trading day after the close.
• 26 to 30 October 2026 — a possible reopening of terms for five trading days under Article 40-bis of the Issuers' Regulation. It is not automatic and does not occur if the threshold outcome is announced at least five trading days before the close, if the 90% or 95% thresholds are reached, or if competing offers exist.
• 9 November 2026 — payment date for any reopening.

Path 1 — tendering

Between tendering and payment, the documents state that tendered shares may not be transferred or pledged until the payment date, while holders retain and may exercise their economic and administrative rights. No interest accrues on the consideration. Acceptances are irrevocable, with the sole exception provided by Article 44 of the Issuers' Regulation — revocation in order to accept a competing offer.

One consequence is worth stating plainly: tendering on the first day and on the last day produce the same payment on the same date. What differs is only how long the shares are locked.

Path 2 — selling in the market

The shares continue to trade on Euronext Milan throughout. As of 12 August 2026 Borsa Italiana showed continuous trading with no suspension, and no notice modifying the acceptance period has been published since 20 July 2026.

Borsa Italiana's instrument page records a 2026 high of EUR 53.70 on 7 August 2026 — after the offer document was published, and above the EUR 51.29 consideration. The 2026 low was EUR 43.76 on 19 March 2026.

From which a general point follows: an offer price is not a floor under the market price, nor a guaranteed maximum. It is the price a buyer has committed to pay on stated conditions. The market can trade above, below or at it — and in 2026 it has traded above.

A trading suspension is contemplated, but only later and only in one case: if the squeeze-out right under Article 111 of the Consolidated Finance Act were exercised, Borsa Italiana would suspend trading and delist under Article 2.5.1 of its rules. None of that is underway.

Path 3 — doing nothing

Here the outcome depends on a threshold the individual shareholder does not control.

If the offeror reaches at least 90%, it has already declared its intention to exercise the squeeze-out right under Article 111, and — in the case under Article 108(2) — its intention not to restore a free float sufficient for orderly trading. The purchase obligation and the squeeze-out right are run as a single joint procedure, and the price is stated to be the same EUR 51.29. The thresholds cited are 90% for Article 111, above 90% for Article 108(2) and at least 95% for Article 108(1). In this branch, a shareholder who did nothing still receives the consideration, later.

If delisting is not achieved through the offer, the stated route is a merger of the issuer into the unlisted offeror, to be carried out within six months of the last payment date. The documents describe the consequences precisely:

• Shareholders who neither tendered nor took part in the merger resolution have a withdrawal right under Article 2437-quinquies of the Italian Civil Code. The withdrawal value is not EUR 51.29: it is the arithmetic average of closing prices over the six months preceding publication of the notice convening the meeting.
• Shareholders who neither tender nor exercise withdrawal would, following the merger, hold financial instruments not traded on any regulated market, with consequent difficulty in liquidating the investment in future.

"Doing nothing" is therefore not a neutral position that preserves the status quo; its outcome is decided by how much others tender, and in one branch it produces unlisted instruments.

The price: why EUR 51.29 and not EUR 52.00

The consideration is EUR 51.29 per share, expressed net of the 2025 dividend balance. The 29 April 2026 shareholders' meeting approved a 2025 dividend of EUR 1.34 per share, of which EUR 0.63 was already paid on 26 November 2025 as an interim and EUR 0.71 as the balance, with the coupon detached on 18 May 2026, record date 19 May and payment 20 May 2026. The offer document states that the consideration is expressed on an ex-dividend basis relative to that balance, and that the cum-dividend equivalent is EUR 52.00 per share.

Anyone comparing EUR 51.29 with a quotation from before 18 May 2026 is comparing an ex-dividend figure with a cum-dividend one and will compute a premium wrong by EUR 0.71. The offer document itself calculates its premia against EUR 52.00, using 25 March 2026 as the reference date — the last day before the acquirer's interest became public.

A second and distinct mechanism: the consideration is intended to be cum dividend going forward and is automatically reduced by the amount of any dividend whose coupon is detached before the payment date. That clause appears in the offer document, which is drafted in English under Article 102(3-bis) of the Consolidated Finance Act; the Italian summary note does not carry it and itself warns that it has not been reviewed or approved by CONSOB.

The offeror, and how much is already committed

The offeror is Respighi BidCo S.p.A., seated in Milan at via del Vecchio Politecnico 9, incorporated on 11 May 2026 specifically to promote the offer. At the top of the chain sits Respighi TopCo, held 50% by a CVC vehicle and 50% by a Groupe Bruxelles Lambert vehicle, the latter's voting rights suspended until completion; on completion the stated holdings are approximately 69% CVC, 27% GBL and 4% a co-investor. No single shareholder of Respighi TopCo will exercise sole control under Article 93 of the Consolidated Finance Act.

The offeror itself holds no Recordati shares. Rossini, a person acting in concert, holds 97,912,463 shares — 46.82% of capital and 48.12% of voting rights — and has irrevocably undertaken to tender them within the fifth trading day of the acceptance period. The minimum condition is that the offeror reach at least 66.67% of capital, counting Rossini's shares.

Almost 47 of the 66.67 points required are therefore committed by contract before the period opens. The offer covers a maximum of 198,525,562 shares, about 94.93% of capital.

The remaining conditions are regulatory: antitrust in seventeen jurisdictions, foreign-investment screening in eleven countries including Italy, a foreign-subsidies notification made on 26 May 2026, plus customary material-event and defensive-measure clauses. The offeror reserves the right to waive or amend them. The stated maximum disbursement is EUR 10,182,376,074.98, supported by a performance guarantee issued on 9 July 2026 by UniCredit, Mediobanca, Crédit Agricole CIB and BNP Paribas Succursale Italia.

The board split six to four

The issuer's release of 15 July 2026 states that the board, also taking into account the opinion issued by Lazard S.r.l., with a majority vote of six directors out of ten, deemed the consideration of EUR 51.29 per share to be fair. The same document states that the four independent directors, also taking into account the opinion issued by Rothschild & Co Italia S.p.A., deemed the consideration to be inadequate from a financial point of view and the offer, as a whole, not to be fair, having concluded that the consideration does not adequately reflect the company's value and future prospects.

There are therefore two fairness opinions from two different banks reaching opposite conclusions — Lazard, appointed by the board, and Rothschild & Co Italia, appointed by the independent directors. Both are annexed to the offer document. The six in favour are Andrea Recordati (chairman), Robert Koremans (chief executive), Luigi La Corte, Giampiero Mazza, Cathrin Petty and Kim Stratton; the four independents against are Diva Moriani (lead independent director), Joanna Le Couilliard, Piergiorgio Peluso and Stephen Sands. The independents' reasoned opinion is dated 14 July and the board release 15 July. On 16 July the offeror responded, disagreeing and confirming the terms unchanged.

CONSOB approved the offer document by resolution no. 24073 of 8 July 2026; it was published on 20 July 2026.

The company itself

Recordati was founded in 1926, when Giovanni Recordati established the Laboratorio Farmacologico Reggiano in Correggio, and has been listed since 1984. Share capital is EUR 26,140,644.50 divided into 209,125,156 shares of EUR 0.125 nominal value, ISIN IT0003828271, ticker REC, a constituent of the FTSE MIB, listed exclusively on Euronext Milan.

The business has two divisions: Specialty & Primary Care at 58.7% of 2025 pharmaceutical revenue and Rare Diseases at 41.3%, with a rare-disease network in more than ninety countries and a presence in around one hundred and fifty. The largest market is the United States at about 20%, followed by Italy at about 13%, Spain at 9%, France and Germany at about 7% each and Central and Eastern Europe at about 15%. In 2025 the group reported net revenue of EUR 2,618.4 million, operating income of EUR 670.8 million and net income of EUR 443.6 million, with basic earnings per share of EUR 2.159; it employs around 4,700 people.

On ownership, precision matters: Recordati is not currently family-controlled. It is subject to the management and coordination of Rossini Luxembourg S.à r.l., the CVC-related structure, since 2018. The family appears in the transaction in a minority role, through a company indirectly attributable to Andrea Recordati participating as a co-investor without voting rights for around 4% of the offeror's parent.

Four things frequently stated that the documents contradict

• "The deal is worth EUR 10.7 billion." That figure comes from the 22 May 2026 announcement and covers all 209,125,156 shares. The offer document published on 20 July states a maximum disbursement of EUR 10,182,376,074.98, because the base excludes shares already held by the CVC and GBL vehicles.
• "The family holding company is selling." No. The vehicle holding 46.82% and committed to tender is Rossini, attributable to CVC funds.
• "Recordati has been listed for forty years." Since 1984 — in 2026 that is forty-two.
• "The offer document is in Italian." It is in English. The Italian text available is the summary note, which states it was neither reviewed nor approved by CONSOB.

The issuer's next dates

First-half 2026 results have already been approved: board meeting on 28 July 2026, conference call on 29 July, interim report published 30 July. The next scheduled event is 10 November 2026, with the board meeting on nine-month results and a conference call on 11 November — after the acceptance period closes and after the payment date.

Shares, crypto and where WEEX fits

Recordati shares are not traded on WEEX. WEEX is a cryptocurrency exchange: it does not list equities, tokenised versions of equities, or derivatives on them, and plays no part in tendering into a public offer — that runs exclusively through the intermediary where the shares are held. Recordati appears here only because it is among the names many people follow alongside digital assets. For that part of a portfolio, WEEX offers perpetual futures — long and short — and spot markets: see the WEEX futures markets. Leveraged products carry a high risk of loss.

Frequently asked questions

When can shares be tendered? From 08:30 on 31 August 2026 to 17:30 on 15 October 2026, subject to extension, with a possible reopening from 26 to 30 October 2026 that is not automatic.

When is payment made? 23 October 2026 for the ordinary period and 9 November 2026 for any reopening. No interest accrues on the consideration.

Can a tender be withdrawn? Acceptances are irrevocable except under Article 44 of the Issuers' Regulation, to accept a competing offer.

What happens to shares that are not tendered? It depends on the outcome. Above the statutory thresholds the offeror has declared it will acquire remaining shares at the same price. If delisting is not achieved, the stated route is a merger into the unlisted offeror, with a withdrawal right valued on a six-month average rather than at EUR 51.29.

Why is the consideration EUR 51.29 rather than EUR 52.00? Because EUR 51.29 is net of the EUR 0.71 balance of the 2025 dividend, whose coupon detached on 18 May 2026. The cum-dividend figure stated in the documents is EUR 52.00.

Does Recordati have any cryptocurrency activity? No. It is a pharmaceutical group.

Sources

• Recordati — Public tender offer document collection — https://recordati.com/investors-public-tender-offers/
• Respighi BidCo S.p.A. — Italian summary note (not reviewed or approved by CONSOB) — https://d2e3isjppdvvam.cloudfront.net/wp-content/uploads/2026/07/20211306/3.-Nota-di-Sintesi_ITA-1.pdf
• Respighi BidCo S.p.A. — Offer document in English, approved by CONSOB resolution no. 24073 of 8 July 2026 — https://d2e3isjppdvvam.cloudfront.net/wp-content/uploads/2026/07/20200006/1.-Offer-Document_ENG.pdf
• Respighi BidCo S.p.A. — Article 36 release, 8 July 2026 — https://d2e3isjppdvvam.cloudfront.net/wp-content/uploads/2026/07/08200941/Nulla-osta-ex-art.-36_ENG-1.pdf
• Respighi BidCo S.p.A. — Article 38(2) publication release, 20 July 2026 — https://d2e3isjppdvvam.cloudfront.net/wp-content/uploads/2026/07/20203055/Pubblicazione-ex-art.-38_co.2_ENG.pdf
• Recordati S.p.A. — Issuer's statement under Article 103, 15 July 2026 — https://d2e3isjppdvvam.cloudfront.net/wp-content/uploads/2026/07/15232436/press-release-15-july-2026-1.pdf
• Respighi BidCo S.p.A. — Comment on the issuer's statement, 16 July 2026 — https://d2e3isjppdvvam.cloudfront.net/wp-content/uploads/2026/07/16094920/Commento-al-CE-ex-art.-36_ENG.pdf
• Recordati — Our story — https://recordati.com/company-our-story/
• Recordati — Investor events and financial calendar — https://recordati.com/investor-events/
• Borsa Italiana — Recordati instrument page, ISIN IT0003828271 — https://www.borsaitaliana.it/borsa/azioni/scheda/IT0003828271.html?lang=it

All sources retrieved on 12 August 2026.

This content is provided for general information only and does not constitute financial, investment, legal or tax advice; it is not a recommendation to buy or sell any security or crypto asset, is not an invitation to tender or to refrain from tendering into any public offer, and contains no price target or forecast. The transaction terms described reflect the documents published on the dates indicated and may be amended; only the official offer document and subsequent notices govern. This page does not publish real-time quotations. Crypto assets are highly volatile and can result in losses; leveraged products amplify gains and losses alike. Availability of WEEX services and products may vary by region, and it is your responsibility to ensure your use complies with applicable local law.