Investors - Public Tender Offers - Recordati
Public Tender Offer
20 July 2026 – Other documents made available to the public in connection with the VTO: Bylaws of Respighi BidCo S.p.A. (in ITA only)
20 July 2026 – Other documents made available to the public in connection with the VTO: Official acts related to Respighi BidCo S.p.A. (in ITA only)
20 July 2026 – Summary Note of the Offer Document (in ITA only)
20 July 2026 - On behalf of Respighi BidCo SpA – Press Release pursuant to art. 38, para 2, of the Issuers’ Regulation – Publication of the Offer Document
20 July 2026 – Other documents made available to the public in connection with the VTO: Interim Report First Quarter 2026 of Recordati SpA
20 July 2026 – Other documents made available to the public in connection with the VTO: Integrated Consolidated Financial Statements 2025 of Recordati SpA
20 July 2026 – Acceptance Form
20 July 2026 - Offer Document – Voluntary Totalitarian Tender Offer
16 July 2026 - On behalf of Respighi BidCo S.p.A – Press Release pursuant to Article 36 of the Issuers’ Regulation
15 July 2026 - Approval of the Issuer’s statement pursuant to art 103 para 3 of Leg Decree no. 58/1998, in connection with the public VTO for all the ordinary shares of Recordati Spa launched by Respighi BidCo Spa
8 July 2026 - On behalf of Respighi BidCo S.p.A - CONSOB approved the Offer Document
2 July 2026 - On behalf of Respighi BidCo S.p.A – Reopening of the review period
20 June 2026 - On behalf of Respighi BidCo S.p.A – Press Release pursuant to Art 41, par 2, letter c) of the Issuers’ Regulation (Totalitarian VTO launched by Respighi BidCo SpA on Rec SpA)
20 June 2026 - Communication disseminated by Recordati S.p.A. on behalf of CVC Capital Partners IX Aggregator SCA SICAV-RAIF Sub-Fund 2 and Black Mountain S.à r.l.
19 June 2026 - On behalf of Respighi BidCo S.p.A – Press Release pursuant to Article 38, paragraph 1, of the Issuers’ Regulation - Suspension of the review period
11 June 2026 - On behalf of Respighi BidCo S.p.A – Offer Document filed with CONSOB related to the voluntary totalitarian tender offer launched by Respighi BidCo S.p.A. on the ordinary shares of Recordati S.p.A.
27 May 2026 - On behalf of Respighi BidCo S.p.A – Press Release pursuant to Art 41, par 2, letter c) of the Issuers’ Regulation (Totalitarian VTO launched by Respighi BidCo S.p.A on Recordati S.p.A).
22 May 2026 - On behalf of Respighi BidCo S.p.A – Press Release pursuant to Art 41, par 2, letter c) of the Issuers’ Regulation (Totalitarian VTO launched by Respighi BidCo S.p.A on Recordati S.p.A).
22 May 2026 - On behalf of Respighi BidCo S.p.A - VOLUNTARY TOTALITARIAN TENDER OFFER LAUNCHED BY RESPIGHI BIDCO S.P.A. ON THE ORDINARY SHARES OF RECORDATI S.P.A.
22 May 2026 - On behalf of CVC Capital Partners IX Aggregator SCA SICAV-RAIF Sub-Fund 2 and Groupe Bruxelles Lambert SA, through Black Mountain S.à r.l. – ANNOUNCE VOLUNTARY TOTALITARIAN TENDER OFFER
Disclaimer
Please read carefully the following restrictions and conditions before continuing.
With reference to the voluntary tender offer (the “ Offer”), concerning up to no. 198,525,562 ordinary shares (the “ Shares”) of Recordati S.p.A. (“ Recordati”), launched – pursuant to Article 102, paragraph 1, and Article 106, paragraph 4, of the Legislative Decree 58/1998, as subsequently amended (the “ Italian Financial Act”) – by Respighi BidCo S.p.A. (the “ Offeror”), at a price of Euro 51.29 for each Share, as announced by the Offeror by means of a press release published on 22 May 2026, please note the following.
As required by applicable laws and regulations, the Offeror has published the offer document prepared in relation to the Offer (the “ Offer Document”) which the shareholders of Recordati shall carefully examine.
The Offer is: (i) being launched in Italy, as Recordati’s Shares are listed exclusively on Euronext Milan; and (ii) directed, indiscriminately and on equal terms, to all holders of the ordinary shares of Recordati.
The Offer has not been and will not be launched nor disseminated, directly or indirectly, in Australia, Canada and Japan, nor in any other country where such Offer is forbidden in the absence of authorisation from competent authorities or would require further fulfilments by the Offeror — all such countries, including Canada, Japan and Australia, collectively, the “Excluded Countries” — nor using national or international communication or trade tools of the Excluded Countries, including, by way of example, the postal system, telefax, e-mail, telephone and Internet, nor by way of any office of any financial intermediary of the Excluded Countries, nor in any other manner.
The Offeror will extend the Offer to the holders of ordinary shares of Recordati located in the United States of America in compliance with Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act”) and the “Tier II” exemption in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act, and in any event in accordance with the applicable laws of Italy.
Any acceptance of the Offer resulting from solicitation activities carried out in breach of the above restrictions will not be accepted.
The Offer Document is confidential and may not be distributed, published, in whole or in part, or communicated to any person, or reproduced in any manner whatsoever. No transmission, distribution or reproduction of the Offer Document, in whole or in part, is authorized. Failure to comply with this provision may constitute a violation of applicable laws of relevant jurisdictions.
Any person who may in any event receive a copy of the Offer Document in any manner shall not be authorised and may not purchase shares of Recordati.
The Offer Document and any other document that the Offeror will issue in connection with the Offer do not constitute, and shall not be construed as, an offer to purchase, or an invitation or solicitation of an offer to sell, financial instruments to persons resident in the Excluded Countries.
The Offer Document and any other document that the Offeror will issue in connection with the Offer may be accessed in or from the United Kingdom only: (i) by persons having professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, the “Order”; or (ii) by high-net-worth entities and other persons to whom this Communication may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (iii) by qualified investors as defined under paragraph 15 of Schedule 1 of the Public Offer and Admissions to Trading Regulations 2024 — all such persons together being referred to as “Relevant Persons”. The financial instruments referred to in this Communication are available only to Relevant Persons, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such instruments will be directed only at such persons. Any person who is not a Relevant Person should not act or rely on this Communication or any of its contents.
No securities may be offered or traded in the Excluded Countries absent specific authorisation in compliance with the applicable provisions of the local laws of such Excluded Countries, or an exemption from such provisions. Prior to tendering into the Offer, holders of shares of Recordati are advised to carefully read the documentation relating to the Offer published in accordance with applicable law. Acceptance of the Offer by persons resident in countries other than Italy may be subject to specific obligations or restrictions provided by applicable laws or regulations. Persons wishing to accept the Offer bear the exclusive responsibility for complying with such provisions and, therefore, before accepting the Offer, are required to verify their possible existence and applicability by consulting their own advisers.