GBL: the Recordati offer is secured at 74.58%, but tenders alone make up only 62.15%

On 26 October, the CVC and GBL bidder confirmed 74.58% of Recordati's share capital, with all conditions fulfilled or waived, of which only 62.15% was tendered to the offer. The same day, CVC bought a further 2.46% outside the offer, which would lift the block to about 77.04% (Opulion calculation). For GBL, committed up to about 10% of its net asset value at 31 March, the question now is its outlay at the 2 November payment, then delisting.

Why it matters for GBL shareholders: on 22 May, GBL announced that its vehicle Black Mountain would contribute equity of up to about 10% of GBL's net asset value at 31 March 2026, which stood at €13.3bn, or about €1.3bn (Opulion calculation: 10% × €13.3bn), a ceiling set before the price increase to €53.00 on 6 October. As a yardstick, on 30 July GBL reported a net asset value of €13.1bn at 30 June 2026 and liquidity of €4.6bn, undrawn credit lines included, without a breakdown. With the final results, the offer has become fully effective: the amount GBL contributes would become clearer at the 2 November payment, then at the reopening and at delisting (Opulion reading).

The total breaks down into four blocks of capital: 46.82% tendered by Rossini, the vehicle linked to CVC Fund VII that is selling its block (our analysis of 8 October was already tracking this count), 15.33% tendered by other shareholders (32,064,056 shares), 9.18% held by CVC (19,189,219 shares) and 3.25% held by GBL, shares to be contributed in kind to the bidder on the payment date. The calculation reconciles: 46.82 + 15.33 + 9.18 + 3.25 = 74.58%. Tendered shares alone were 4.52 points short of the 66.67% threshold (Opulion calculation: 66.67 − 62.15), which the shares held outside the offer made it possible to clear.

On 26 October, after the acceptance period closed on 23 October, the CVC IX fund sub-fund acting in concert with the bidder bought 5,143,386 shares between €52.95 and €53.00, or about 2.46% of the capital. It now holds 24,332,605 shares, 11.64%, including the 4,083,111 shares under the total return swap agreed with UniCredit, deliverable on 2 November and already counted in the 9.18%. The bidder and persons acting in concert would thus hold 161,110,070 shares, about 77.04% of the capital (Opulion calculation: 129,976,519 + 24,332,605 + 6,800,946, divided by the 209,125,156 shares in GBL's release of 22 May). The bidder considered the condition guarding against a material adverse change satisfied after reviewing an application for a generic of Isturisa in the United States, announced by Recordati on 20 October. The unknown remains how the financing is split between debt and the equity of CVC, GBL and the co-investors.

Shares tendered in the reopening, provided for by Article 40-bis of the regulation of Consob, the Italian market authority, will be paid for on 17 November. The gap to 90% of the capital falls to 12.96 points if CVC's purchases of 26 October count towards it (Opulion calculation: 90 − 77.04), against 15.42 points on the basis of the confirmed 74.58% (90 − 74.58). This calculation leaves aside the 5,662,240 treasury shares Recordati held on 22 May, about 2.71% of the capital (Opulion calculation), whose treatment in the count the releases reviewed leave open.

For GBL shareholders, three facts will settle matters in the coming weeks: the payment on 2 November, the net asset value at 30 September, with the results GBL is due to publish on 5 November, struck before the payment but published after it, which may give a first measure of its outlay, then the notice of 16 November, which will show whether 90% of the capital has been reached after the reopening. The fourth will take longer: the value GBL would record for Recordati in its net asset value if the company were delisted.