RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A.
Registered Office
Via Matteo Civitali, 1 20148 Milano, Italy Tel. +39 02 487871 Fax +39 02 40073747
www.recordati.com
Share Capital € 26.140.644,50 fully paid -up Milano, Monza, Brianza and Lodi Comp. Reg. No. 00748210150 Tax Code/VAT No. 00748210150 Milano R.E.A. No. 401832 Company subject to the Management and Coordination Activity of Rossini Luxembourg S.àr.l
NEWS RELEASE
THE BOARD OF DIRECTORS UNANIMOUSLY WELCOMES THE INCREASE OF THE
CONSIDERATION OF THE VOLUNTARY PUBLIC TENDER OFFER FOR ALL THE ORDINARY
SHARES OF RECORDATI S.P.A. LAUNCHED BY RESPIGHI BIDCO S.P.A.
Milan, 7 October 2026 – The Board of Directors of Recordati S.p.A. (“ Recordati ” or the “ Issuer ”), which met today, has taken note of the press release issued by Respighi BidCo S.p.A. (the “ Offeror ” or “Respighi BidCo ”) on 6 October 2026 pursuant to Articles 36 and 43 of the regulation adopted by Consob by resolution No. 11971/1999, as subsequently amended and supplemented (the “ Issuers’ Regulation ”) regarding the increase in the consideration of the voluntary public tender offer for all ordinary shares of Recordati launched by the Offeror pursuant to Articles 102, paragraph 1, and 106, paragraph 4, of the Legislative Decree No. 58/1998 (the “ TUF”), over the ordinary shares of Recordati (the “ Offer ”).
The Board of Directors unanimously welcomes the increase of the consideration of the Offer from Euro 51.29 to Euro 53.00 ( cum dividend ) for each Recordati share tendered to the Offer (the " New Consideration ").
With reference to the New Consideration, the Independent Directors note that it now falls within the most relevant fairness valuation ranges, specifically including DCF methodology, as recorded in the fairness opinion issued by Rothschild & Co Italia S.p.A . on 14 July 2026.
The further considerations are already set out in the Opinions relating to the Offer, drawn up in accordance with Article 103, paragraphs 3 and 3 -bis, of the TUF and Article 39 of the Issuers’ Regulation, and approved on 15 July 2026, to which full referen ce is hereby made.
For further information on the Offer, reference should be made to the Offer Document and the relevant press releases on the Offer, which are published by the Offeror in accordance with the procedures prescribed by applicable laws and regulations. The press releases and documents relating to the Offer are available, inter alia, on Recordati’s website at www.recordati.com , in the Investors / Public Tender Offer section.
Finally, the Board of Directors reiterated that any assessment regarding whether to tender shares into the Offer remains the sole responsibility of each individual shareholder, taking into account all available information, including the information contai ned in the Issuer's statement, the Offer Document, the notice regarding the amendment of the Offer and any other documents relating to the Offer.
IMPORTANT NOTICE
DISTRIBUTION TO PERSONS RESIDENT IN, OR LOCATED IN, JURISDICTIONS WHERE THE
DISTRIBUTION OF THIS DOCUMENT IS PROHIBITED BY LAW IS PROHIBITED
This document and the information contained herein may be accessed exclusively by persons who are not domiciled in, or located in, Australia, Canada, Japan, or any other jurisdiction in which authorisation by the competent authorities is required (the “ Excluded Countries ”).
This document and the information contained herein are not, and must not be, sent, transmitted in any manner, or otherwise distributed in the Excluded Countries.
This document and the information contained herein are not, and must not be, sent, transmitted in any manner, or otherwise distributed to persons resident in, or physically present in, Australia, Canada or Japan, and do not constitute, and may not be const rued as constituting, an offer to purchase or a solicitation of an offer to sell financial instruments of Recordati S.p.A. in Australia, Canada or Japan.
Recordati is an international pharmaceutical Group listed on the Italian Stock Exchange (XMIL: REC), with roots dating back to a family -run pharmacy in Northern Italy in the 1920s. We are uniquely structured to provide treatments across specialty and primary care and rare diseases. Our fully integrated op erations span clinical development, manufacturing of active ingredients and finished products, commercialization and licensing. We operate in approximately 150 countries across EMEA, the Americas and APAC , with around 4,700 employees. We believe that health is a fundamental right, not a privilege. Today, our purpose “Unlocking the full potential of life” aims to empower individuals to live life to the fullest, from common conditions to the rarest.
Investor Relations
Eugenia Litz
Eugenia.Litz@recordati.com
Gianluca Saletta
saletta.g@recordati.it
Media Relations
Laura Conti
conti.l@recordati.it Rebecca Kerr