This English translation of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy .
Communication disseminated by Recordati S.p.A. on behalf of Respighi BidCo S.p.A.
THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS
PROHIBITED IN ANY JURISDICTION WHERE IT WOULD CONSTITUTE A VIOLATION OF
THE REL EVANT APPLICABLE LAW
VOLUNTARY TOTALITARIAN TENDER OFFER
LAUNCHED BY RESPIGHI BIDCO S.P .A. ON THE ORDINARY SHARES OF RECORDATI S.P .A.
*°*°*
Press Release
pursuant to Article 36 of the Regulation adopted by CONSOB by resolution no. 11971 of 14 May 1999 , as subsequently amended and supplemented (“Issuers’ Regulation ”)
*°*°*
END OF THE ACCEPTANCE P ERIOD OF THE OFFER
PROVISIONAL RESULTS OF THE OFFER: RESPIGHI BIDCO’S AGGREGATE
SHAREHOLDING , TOGETHER WITH CVC INVESTOR AND GBL INVESTOR,
REPRESENTS APPROXIMATELY 74.58 % OF RECORDATI’ S SHARE CAPITAL
FULFILMENT OF THE 66.67% THRESHOLD CONDITION
REOPENING OF THE TERMS OF THE ACCEPTANCE PERIOD ON THE TRADING DA YS
3, 4, 5, 6 AND 9 NOVEMBE R 2026
*°*°*
Milan , 23 October 2026 — Respighi BidCo S.p.A. (the “Offeror ” or “Respighi BidCo ”) announces that the acceptance period (the “ Acceptance Period ”) of the voluntary totalitarian tender offer (the “ Offer ”) launched by the Offeror for the ordinary shares of Recordati S.p.A. (the “ Issuer ” or “ Recordati ”) pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented (the “ CFA ”), and the applicable implementing provisions of the Issuers’ Regulation, ended today .
Capitalised terms used in this communication, unless otherwise defined herein , shall have the meanings given to them : (i) in the offer document concerning the Offer, approved by CONSOB on 8 July 2026 by resolution no. 24073 and published on 20 July 2026 (the “ Offer Document ”), together with the “ nota di sintesi ” in Italian prepared by the Offeror (the “ Nota di Sintesi ”), and (ii) in the communication concerning the amendments to the Offer published on 6 October 2026 (the “ Offer Amendments Communication ”).
It should be noted that, pursuant to Articles 36 and 43 of the Issuers’ Regulation, the Offer was amended on 6 October 2026 by increasing the Consideration to Euro 53.00 (cum dividend ) for each Share tendered to the Offer and extending the Acceptance Period until 23 October 2026 (inclusive), as announced to the market on the same date in the Offer Amendments Communication.
This English translation of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy .
PROVISIONAL RESULTS OF THE OFFER
Based on the provisional result s of the Offer communicated by Equita SIM S.p.A., in its capacity as Intermediary in Charge of Coordinating the Collection of Acceptances, at the end of the Acceptance Period (as extended pursuant to the Offer Amendments Communication), aggregate 129,976,365 Shares (including 97 ,912,463 Shares subject to the Rossini Undertaking to Tender) have been tendered to the Offer, representing approximately 62.152 % of the Issuer’s share capital and approximately 65.471% % of the Shares Subject to the Offer, for an aggregate consideration of Euro 6,888,747,345.00 (calculated on the basis of the Consideration, as increased pursuant to the Offer Amendments Communication, of Euro 53.00 (cum dividend ) for each Share tendered to the Offer).
Furthermore, during the Acceptance Period (as extended pursuant to the Offer Amendments Communication) , CVC Investor ( i.e., CVC Capital Partners IX Aggregator SCA SICAV -RAIF Sub -Fund 2), a Person Acting in Concert pursuant to Article 101 -bis, paragraphs 4 and 4 -bis, letter a), of the CFA, purchased aggregate 15,390,571 Shares outside the Offer at a price per Share not exceeding the Consideration, representing approximately 7.360% of the Issuer’s share capital, as disclosed to CONSOB and the market pursuant to Article 41, paragraph 2, letter c), of the Issuers’ Regulation (including 4,083,111 Shares, representing approximately 1.95% of the Issuer’s share capital, acquired upon completion of the purchase by the CVC Investor pursuant to the TRS under the total return swap agreement entered into by CVC Investor with UniCredit Bank GmbH on 19 June 2026 and most recently amended on 6 October 2026, by way of physical delivery of such Shares to CVC Investor with settlement date as of 2 November 2026 ).
Accordingly, taking into account:
(i) the 129,976,365 Shares tendered to the Offer based on the above provisional results of the Offer (representing approximately 62.152% of the Issuer’s share capital );
(ii) the 15,390,571 Shares purchased outside the Offer during the Acceptance Period by CVC Investor, a Person Acting in Concert (representing approximately 7,360 % of the Issuer’s share capital), which will be contributed to the Offeror , pursuant to the Investment Agreement , on the Payment Date (as amended in the Offer Amendments Communication), at a contribution value per Share not exceeding the Consideration, subject to and following completion of the Offer;
(iii) the 3,798,648 Shares held by CVC Investor, a Person Acting in Concert , as of the Offer Document Date (representing approximately 1.816% of the Issuer’s share capital), which will be contributed to the Offeror , pursuant to the Investment Agreement , on the Payment Date (as amended in the Offer Amendments Communication), at a contribution value per Share not exceeding the Consideration, subject to and following completion of the Offer ;
(iv) the 6,800,946 Shares held by GBL Investor ( i.e., Black Mountain S.à r.l.), a Person Acting in Concert , as of the Offer Document Date (representing approximately 3.252% of the Issuer’s share capital), which will be contributed to the Offeror , pursuant to the Investment Agreement , on the Payment Date (as amended in the Offer Amendments Communication), at a contribution value per Share not exceeding the Consideration, subject to and following completion of the Offer , upon completion of the Offer, should the above provisional results be confirmed, the Offeror, together with the aforementioned Persons Acting in Concert, would hold an aggregate shareholding representing approximately 74.580% % of the Issuer’s share capital .
This English translation of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy .
The final results of the Offer will be announced in a communication pursuant to Article 41, paragraph 6, of the Issuers’ Regulation (the “ Notice of the Final Results of the Offer ”), to be published by the Offeror by 7:29 a.m. (Italian time) on the Trading Day prior to the Payment Date, as amended pursuant to the Offer Amendments Communication , i.e., by 7:29 a.m. (Italian time) on 30 October 2026 .
CONDITIONS TO THE OFFER
As set out in Paragraph A.1 of the Offer Document and summarised in Paragraph 1.1 of the Nota di Sintesi , the effectiveness of the Offer is subject to the fulfilment of the Conditions to the Offer, namely:
(i) the Threshold Condition, which requires the Offeror to hold, upon completion of the Offer, an aggregate shareholding in the Issuer representing at least 66.67% of the Issuer’s share capital, by computing in such shareholding the Shares Subject to the Offer tendered to the Offer during the Acceptance Period (including the Shares subject to the Rossini Undertaking to Tender), as well as any Shares purchased by the Offeror and/or the Persons Acting in Concert outside the Offer in accordance with applicable law s;
(ii) the Antitrust Condition;
(iii) the FDI Condition;
(iv) the FSR Condition;
(v) the MAC/MAE Condition; and (vi) the Defensive Measures Condition.
In light of the above provisional results of the Offer, the Offeror announces that the Threshold Condition has been fulfilled.
It should also be noted that, as previously announced by the Offeror on 7 October 2026, the Antitrust Condition, the FDI Condition and the FSR Condition have been fulfilled or, as applicable, already waived by the Offeror.
With regard to the remaining Conditions to the Offer (namely, the MAC/MAE Condition and the Defensive Measures Condition), as set out in the Offer Document and summarised in the Nota di Sintesi , the Offeror will announce whether each of these Conditions to the Offer has been fulfilled and, if not, whether it has decided to waive it, in the Notice of the Final Results of the Offer, to be published pursuant to Article 41, paragraph 6, of the Issuers’ Regulation by 7:29 a.m. (Italian time) on the Trading Day prior to the Payment Date ( i.e., by 7:29 a.m. (Italian time) on 30 October 2026).
Subject to the fulfilment of the MAC/MAE Condition and the Defensive Measures Condition , or, in the event of their non -fulfilment , their waiver by the Offeror, payment of the Consideration (as increased pursuant to the Offer Amendments Communication ), equal to Euro 53.00 ( cum dividend ) for each Share tendered in the Offer during the Acceptance Period, will be made against the simultaneous transfer of ownership of such Shares to the Offeror on the Payment Date (as amended pursuant to the Offer Amendments Communication ), i.e., on 2 November 2026.
If the MAC/MAE Condition and/or the Defensive Measures Condition are not fulfilled and the Offeror does not exercise its right to waive them, the Offer will not be completed. In such case, the Shares Subject
This English translation of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy .
to the Offer tendered to the Offer will be returned to their respective holders by the Trading Day following the date on which the non -completion of the Offer is first announced. The Shares will therefore once again be available to their respective holders , without any charges or expenses being payable by them .
REOPENING OF THE TERMS
Based on the provisional results of the Offer, if confirmed and the Offer becomes effective, and subject to the foregoing regarding the Conditions to the Offer and following the fulfilment of the Threshold Condition, the Reopening of the Terms will take place pursuant to Article 40 -bis, paragraph 1, letter a), of the Issuers’ Regulation for a period of 5 (five) Trading Days starting on the Trading Day following the Payment Date. Specifically, in accordance with the Offer Amendments Communication , which supplements and amends Paragraphs A.8 and F.1 of the Offer Document, as summarised in Paragraphs 1.4 and 4 of the Nota di Sintesi , the Reopening of the Terms will take place on the Trading Days of 3 November, 4 November, 5 November, 6 November and 9 November 2026 (inclusive) .
Accordingly , shareholders of the Issuer who did not tender their Shares to the Offer during the Acceptance Period may do so during the Reopening of the Terms.
The Offeror will pay the Consideration , as increased pursuant to the Offer Amendments Communication, equal to Euro 53.00 (cum dividend ) for each Share tendered to the Offer to each Recordati shareholder who tenders Shares to the Offer during the Reopening of the Terms on the Payment Date Following the Reopening of the Terms (as amended pursuant to the Offer Amendments Communication), i.e., on 17 November 2026.
Furthermore, it is recalled that, as stated in the Offer Document and summarised in the Nota di Sintesi , the purpose of the Offer is to acquire the Issuer’s entire share capital and, in any event, achieve the Delisting. Accordingly, if the Offer become s effective and therefore is completed, taking into account the Reopening of the Terms: (i) if the aggregate shareholding held upon completion of the Offer represents at least 90% of Recordati’s share capital, the Offeror will exercise the Right to Purchase pursuant to Article 111 of the CFA and, if the requirements under Article 108, paragraph 1 or 2, of the CFA are met, will also fulfil the Purchase Obligation pursuant to Article 108 of the CFA through the Joint Procedure; or (ii) if the aggregate shareholding held represents less than 90% of Recordati’s share capital and, therefore, the requirements for the Delisting following completion of the Offer are not met, the Delisting will be achieved through the Delisting Merger, namely the merger of the Issuer with and into the Offeror, subject to approval of the Delisting Merger by the competent corporate bodies of the Issuer in accordance with applicable laws .
* * * * For further information on the Offer, please refer to the Offer Document, together with the Nota di Sintesi and the Offer Amendments Communication , which are available to the public at: (i) the registered office of Equita SIM S.p.A., in its capacity as Intermediary in Charge of Coordinating the Collection of Acceptances, at Via Turati 9, Milan; (ii) the registered offices of the appointed intermediaries; (iii) the Offeror’s registered office at Via del Vecchio Politecnico 9, Milan; (iv) the Issuer’s website at www.recordati.com; and (v) the Global Information Agent’s website at https://transactions.sodali.com/.
Finally, for any queries or information regarding the Offer, holders of the Issuer’s shares may use the following information channels provided by the Global Information Agent: the dedicated email address
This English translation of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy .
opa.recordati@investor.sodali.com, the toll -free number 800 126 352 (from Italian landlines), the direct line +39 0697628770 (from mobile phones and abroad), and the WhatsApp number +39 3393510757.
The Global Information Agent’s website is https://transact ions.sodali.com/.
This English translation of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the communication pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy .
*°*°*
THIS COMMUNICATION MUST NOT BE DISSEMINATED, PUBLISHED OR DISTRIBUTED, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY COUNTRY WHERE IT WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE LAWS AND REGULATIONS,
INCLUDING UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA (AND OTHER
EXCLUDED COUNTRIES, AS DEFINED BELOW).
The voluntary totalitarian tender offer pursuant to Articles 102 and 106, paragraph 4, of the CFA described in this communication (the “ Offer ”) is launched by Respighi BidCo S.p.A. (the “ Offeror ” or “ Respighi BidCo ”) on the ordinary shares of Recordati S.p.A. (the “ Issuer ” or “ Recordati ”).
This communication does not constitute an offer to buy or sell the ordinary shares of Recordati.
Before the beginning of the Acceptance Period, as required by applicable laws and regulations, the Offeror has publish ed the Offer Document, which the shareholders of Recordati shall carefully examine.
The Offer is (i) being launched in Italy, as the Issuer’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.
As of the date of this communication , the Offer has not been and will not be launched nor disseminated, directly or indirectly, in the United States of America, Australia, Canada and Japan, nor in any other country where such an Offer is forbidden without authorisation from competent authori ties or other fulfilments are required by the Offeror (all such countries, including the United States of America, 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 of the financial intermediaries of su ch Excluded Countries, nor in any other manner.
Any acceptance of the Offer resulting from solicitation activities carried out in breach of the above restrictions will not be accepted.
This communication , as well as any other document issued by the Offeror in connection with the Offer, does not constitute and shall not form part of any offer to purchase or invitation or solicitation of an offer to sell financial instruments in any of the Excluded Countrie s. No securities may be offered, sold or purchased in any of the Excluded Countries unless such offer, sale or purchase is made pursuant to an exemption from, or in accordance with, the relevant local laws and regulations of such countries. As of the date of this communication , the Offeror has not made any decision regarding a possible extension of the Offer to the United States of America and reserves all rights in this regard in accordance with applicable US regulation.
This communication has been prepared in accordance with the laws of Italy and the information disclosed herein may be different from that which would have been disclosed had the communication been prepared in accordance with the laws of countries other than Italy.
This communication and any other document relating to the Offer are accessible 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 ”); (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 document or any of its contents.
Any acceptance of the Offer by parties which are resident in countries other than Italy may be subject to specific obligations or restrictions provided by applicable laws or regulations. Parties who wish to accept the Offer bear the exclusive responsibilit y to comply with those laws and therefore, prior to accepting the Offer, those parties are required to verify their possible existence and applicability, consulting their own advisors.