10/14/2026
Palliser Does Not Accept the Takeover Bid and Seeks Clarification From the Board
Il Sole 24 Ore (10/14/26) D'Ascenzo, Monica
Palliser Capital is not participating in Respighi’s takeover bid for Recordati and is seeking clarification on the board of directors’ opinion regarding the increase in the takeover bid from 51.29 to 53 euros per share. According to the fund, the statement that the board ‘welcomes’ the increase has been interpreted by many as ‘a green light from the independent directors, but it is not.’ “The press release of 7 October,” Palliser emphasizes, “does not state that the independent directors consider the offer to be fair.” Therefore, “it does not contain a new reasoned opinion or a recommendation to accept the offer, and reiterates that the decision rests with each shareholder.” Hence Palliser’s request to Respighi BidCo, CVC and the independent directors to “publicly clarify their position by 5.30 pm on October 16.” ‘In the absence of clarification,’ the statement continues, ‘Palliser – and, it is expected, other shareholders as well – will act on the assumption that the independent directors have not deemed the price of 53 euros to be fair and do not recommend acceptance.' Meanwhile, the number of acceptances of the offer has virtually come to a standstill. As part of the voluntary full takeover bid launched by Respighi BidCo (a vehicle of CVC and GBL) for Recordati’s ordinary shares, it appears that 208,386 acceptance requests were submitted on October 13. Consequently, the total number of acceptance requests now stands at 100,249,177, representing approximately 50.49% of the total securities covered by the offer, according to Consob announcements. The takeover bid began on August 31 and will end on October 23, 2026, as extended. Several analysts, however, have assessed the share price to be lower than the company’s true value. According to Akros, for example, “the revised offer is still not sufficient to adequately compensate minority shareholders for Recordati’s standalone value and its growth potential.” The analysts therefore confirm their “buy” recommendation and target price of 65 euros. “Although the higher bid increases the likelihood of the deal’s success,” they conclude, “we continue to regard the price as unattractive relative to the company’s fundamental valuation.” Equita also recommends a “buy” on the company’s shares with a target price of 69 euros. “Whilst the financial terms have improved,” Intermonte concludes, “the new price remains significantly below our target price of 71 euros and, in our view, does not fully reflect the medium- to long-term value creation potential linked to Isturisa and the agreement with Moderna.” Several analysts, however, have assessed the share price to be lower than the company’s true value. According to Akros, for example, “the revised offer is still not sufficient to adequately compensate minority shareholders for Recordati’s standalone value and its growth potential”. The analysts therefore confirm their “buy” recommendation and target price of 65 euros. “Although the higher bid increases the likelihood of the deal’s success,” they conclude, “we continue to regard the price as unattractive relative to the company’s fundamental valuation.” Equita also recommends a “buy” on the company's shares with a target price of 69 euros. “Whilst the financial terms have improved,” Intermonte concludes, “the new price remains significantly below our target price of 71 euros and, in our view, does not fully reflect the medium- to long-term value creation potential linked to Isturisa and the agreement with Moderna.” Palliser Capital is back on the offensive regarding the public takeover bid launched by Respighi BidCo, the acquisition vehicle linked to CVC and GBL, for Recordati. The fund, a shareholder in the pharmaceutical group, has written to the board of directors requesting a public clarification on the position of the independent directors regarding the revised price of 53 euros per share. The request must be answered by 5.30 pm on October 16, Italian time. At the heart of the dispute lies the interpretation of the press release issued by Recordati on 7 October, in which the board had welcomed the increase in the consideration. According to Palliser, the market may have interpreted that stance as an endorsement of the offer by the independent directors, without there being sufficient formal grounds to support this. “Recordati’s press release of 7 October, in which the Board of Directors ‘welcomes’ the increase, has been widely interpreted as an endorsement by the independent directors. This is not the case,” the fund writes in the letter. The point, according to Palliser, is that the board’s expression of approval for the relaunch does not amount to a positive assessment of the fairness of the price, nor to a recommendation to accept the offer. The dispute continues with regard to disclosure requirements. “It contains no statement to the effect that the independent directors consider the Offer to be fair, nor a reasoned opinion updated in accordance with Article 39-bis of the Issuers’ Regulations, nor a recommendation to accept the Offer” Palliser points out, highlighting the absence of an explicit position on the fairness of the offer and of a formal update to the valuation. The fund therefore reiterates the position expressed by the board itself, according to which the final decision rests with individual shareholders, but warns of the possible consequences of an ambiguous interpretation of the press release. ‘If the market has misinterpreted the position of the independent directors, it is proceeding on the basis of an unfounded assumption at precisely the most critical stage of the Offer,' the letter states. Palliser is calling for two parties to publicly clarify the situation. On the one hand, Respighi BidCo and CVC, which, according to the fund, could stand to benefit from any misunderstandings regarding the position of the independent directors; on the other hand, the directors themselves, who are being asked to clarify whether they have revised the assessment made on July 14, when the offer price was deemed inadequate. Specifically, the fund is urging Respighi BidCo and CVC to ‘confirm whether, to the best of their knowledge, the independent directors have concluded that the Offer is fair or have recommended its acceptance’. It asks the independent directors, on the other hand, to “confirm whether they have reviewed their conclusion of 14 July 2026, according to which the offer price was inadequate, and whether they now recommend accepting the Offer at a price of 53 euros.” The request comes at a particularly delicate stage of the transaction, with the fund seeking to secure an unequivocal position before the specified deadline. Palliser also sets out what course of action it will take in the absence of a response: “In the absence of such confirmation, Palliser – and, in its view, the other shareholders as well – will act on the assumption that the independent directors have not concluded that the price of 53 euros per share is fair and do not recommend the Offer,” states the fund. With regard to the offer price, Palliser considers the revised offer of 1.71 euros per share – representing a 3.3% increase – to be insufficient. The new offer price of €53 remains, in fact, less than one euro below the lower limit of the valuation range based on the discounted cash flow method (Discounted Cash Flow, DCF) set out by Rothschild in the fairness opinion prepared for the independent directors. The indicated range is between 52.01 and 61.25 euros per share. Palliser also points out that this valuation precedes the publication of the results for the first half of 2026, during which the Rare Diseases business – identified by the fund as the group’s fastest-growing business area – recorded a 22% increase at constant exchange rates. A further point of comparison is the consensus target price compiled by Bloomberg, which stands at €60.10 per share, significantly higher than the €53 proposed in the offer. The fund’s position is clear: ‘Palliser does not support the offer and does not intend to tender its shares.’ Palliser’s position is summarised by James Smith, the fund’s chief investment officer, who takes issue with both the uncertainty surrounding the independent directors’ assessment and the scale of the counter-bid: ‘Shareholders are being asked to make a decision in the final days of the Offer without knowing where the independent directors stand: and this ambiguity benefits CVC alone.’ The manager therefore rejects the idea that the increase in the offer price could be considered sufficient to address the concerns raised by the fund: ‘A symbolic 3% increase does not make this offer fair, nor does it resolve the conflicts of interest and the coercive structure underlying it’. This refers to the conflicts of interest and the structure of the transaction, which Palliser regards as central to his opposition to the offer, in addition to the issue of whether the price is fair. According to Smith, the case could have implications that go beyond this individual case. “The outcome of this case involving one of the most important companies listed on the Milan Stock Exchange will set a precedent for minority shareholders throughout Italia,” concludes the CIO. The request for clarification thus focuses on the role of independent directors and the transparency of the information available to shareholders during the final stage of the offer. For Palliser, the issue is not merely whether €53 represents an adequate price, but also whether investors can make their own decision whilst being explicitly aware of the valuation and any recommendation made by the independent directors.
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