Recordati, analysts do not like the price



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  Recordati

The selling price of the Recordati announced Friday evening does not please the badysts and the market: the scholarships this morning on the value of 28 euros proposed by the CVC Fund and accepted by the four heirs Recordati and exchanges this morning at Piazza Affari (at 10:30) at € 29.17 Fidentis made it clear that he is checking with lawyers whether the law on Analysts have doubts about "the equal conditions offered to all the shareholders, since no other shareholder other than Andrina Recordati would have had the opportunity to reinvest in the bidco. "Fidentis recalls that the stock exchanges 15 times . the ratio Ev / Ebitda and 23 times the EP expected to 2018.

Banca Imi (confirms the note of Hold and the target ptice of 34,2 € on the action) believes that the price offered by CVC funds to the Recordati family (21% discount) is not fair. In addition, the group has an EBITDA margin of 31.6% (2017 data) and an Ev / Ebitda ratio (at the end of Friday) of 15.83%, which is twice the average M & A for the year. pharmaceutical sector, 8 times, among the highest in the industrial sector, according to information from Fineurop Soditic. "We believe that the price offered for the acquisition of control of the company is low," writes Banca Imi, "because below our current fundamental valuation of 34 euros per share and, in our opinion, does not include a control premium "

That then contemplates the sales contract, that the four heirs Recordati have come to the end after lengthy negotiations? To remember that three of them were in favor of the sale of the group, while Andrea, the CEO, did not want, so we finally had to find an agreement that would allow all parties to find the best solution.The holding company Recordati Fimei, which owns 51, 8% of the group, was sold to a consortium of funds controlled by Cvc Capital Partners.The counterpart of the transaction is 3 billion euros and will be paid 2.3 billion euros at the closing of the transaction and 750 million euros of securities long-term subordinated debt.

The agreement is subject to obtaining authorizations, after which investors will have to launch a total purchase offer for minority shareholders at a price of 28 euros per share. CVC has not written about it that he intends to remove the title of Piazza Affari. Here funds have put an asterisk, in the sense that there is, before the closing of the transaction, "a significant market correction (defined as a decline of more than 20% of the Ftse index EbI), "investors" intends to align the price of the aforementioned public offer, subject to the Consob's approval, on the discounted value of the consideration (partially paid at closing and partially deferred) recognized by the Recordati family ". However, since the price paid to the Recordati must also be that of Opa on the minority shareholders, the value of 28 could fall. And how much now we can not know.

Today Equita (Hold, indicative price confirmed at 34 euros) writes that "CVC takes control of Recordati but only 28 euros per share", the closing is expected in the fourth quarter of 2018 "And that" 28 euros will be launched thereafter, revised downward if the Ftse Mib index loses more than 20% by closing (we think from June 29 – unknown calculation mechanism).

The statement indicates that the minority shareholders will receive 28 euros in cash (if there will be no major market corrections), an improvement situation compared to the family that collects a Part in cash and part in instruments The text goes on to report that, to Andrea Recordati CVC asked to continue to lead the group and its management.

In the agreement, the shareholders of Fimei were joined by limited Jefferies International as financial advisor, Pedersoli Legale Studio as legal counsel and Walter Bevilacqua as general counsel (as well as Chiomenti, Lombardi Segni , Mariconda and Associates and Toffoletto De Luca Tamajo as individual shareholders' consultants). Cvc Capital Partners was badisted by Rothschild as a financial advisor and by the law firm Gattai.

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