GBL: Recordati to leave the stock market, 90% crossed with 2.79% bought by CVC during the reopening

According to the provisional results of 9 November, the offeror backed by CVC and GBL, together with CVC, holds about 91.45% of Recordati after the reopening, enough to delist the shares. The 90% threshold is crossed only when counting the 2.79% bought outside the offer by CVC during those five sessions. For GBL, which has invested about €1.0bn in it, the holding would move from a market price to a value set by GBL.

Why it matters for GBL shareholders: at 30 September, Recordati was among GBL's listed assets at €358m, 3.25% of the capital at a price of €52.65, out of €6,289m of listed assets. GBL contributed these 6,800,946 shares to the offeror on 2 November, according to the offeror, and has invested about €1.0bn in total in the transaction, against an equity ceiling of €1.4bn, according to its release of 5 November. Its presentation of the same day lists this 39% co-control stake, alongside CVC, among its direct private assets, as our analysis of 6 November noted. If GBL's net asset value follows this classification, the holding will move from a market price to a fair value set by GBL under the IPEV guidelines, and GBL holds its acquisitions at cost for 12 months when this is the best estimate, as for BUKO and Rayner (Opulion reading).

The published count reads as six blocks: 62.15% tendered during the acceptance period, including the Rossini block, 10.62% tendered during the reopening, 7.36% bought by CVC outside the offer during the acceptance period, 1.82% that CVC held at the date of the offer document, 3.25% contributed in kind by GBL to the offeror on 2 November and 6.25% bought by CVC after the acceptance period. The total reconciles: 62.15 + 10.62 + 7.36 + 1.82 + 3.25 + 6.25 = 91.45% (Opulion calculation). The 6.25% includes the 2.79% bought during the reopening, from 3 to 9 November. Excluding those purchases, the published count makes about 88.66%, and about 89.14% with Recordati's 0.48% of treasury shares, which the release adds to reach 91.93% (Opulion calculation). Our brief of 27 October put the gap to 90% at 12.96 points when counting CVC's purchases of 26 October: tenders in the reopening covered 10.62 of them, and CVC's purchases after 26 October, 3.79 points including the 2.79 of the reopening, took the count to 91.45% (Opulion calculation: 90 − 12.96 + 10.62 + 3.79).

Recordati: of the 91.45% gathered, 2.79% bought outside the offer by CVC during the reopening

As a % of Recordati's share capital after the reopening closed on 9 November 2026, provisional results of the offeror of 9 November. First bar: Opulion calculation, 91.45 − 2.79. Bars relative to the largest.

Crossing 90% opens two mechanisms of the Italian consolidated law on finance: the obligation to buy the remaining shares from any holder who asks (article 108, paragraph 2) and the right to buy them compulsorily (article 111). If the final results confirm this count, the offeror will exercise the right to purchase and fulfil the purchase obligation at the same time, in a joint procedure, on up to 16,881,530 shares, 8.07% of the capital. Their price will be set under article 108, paragraph 3 or 4, and the release does not state it. Borsa Italiana will then suspend or delist the shares, on a timetable the offeror will announce.

For GBL shareholders, three pieces of evidence will come in order. On 16 November, the final results will confirm or correct the 91.45%. On the 17th, the offeror will pay €1,177m: GBL's share of this payment is not published, and its ceiling would leave it at most about €400m to contribute for this payment and the squeeze-out combined (Opulion calculation: €1.4bn − about €1.0bn). On 25 February 2027, the annual results will show at what value GBL carries Recordati in its net asset value at 31 December.