HedgeCo.Net — Palliser Capital, a Recordati S.p.A. shareholder, on September 14 publicly issued a letter dated September 1 calling on the company’s board to withdraw support for Respighi BidCo S.p.A.’s €51.29-per-share tender offer, according to a Business Wire release and its market-minute reprint. Palliser argues the bid materially undervalues Recordati and wants the CVC and GBL consortium to raise consideration to no less than €60 a share. The firm says Recordati’s independent directors unanimously recommended against the transaction based on Rothschild & Co.’s conclusion that the offer is unfair to minority shareholders.
Beyond price, Palliser cites a conflicted process and coercion risk: six non-independent directors with ties to the consortium or financial interests in the deal pushed the offer despite unanimous opposition from all four independent directors, and minority holders face pressure to tender or risk illiquid, delisted securities with weakened protections via a subsequent delisting merger, per the letter summary. The Business Wire primary and the Appeal-Democrat / MarketMinute reprint carry the same September 1 letter date, €51.29 / ?€60 ask, Rothschild fairness framing, and six-versus-four director split.
This is a public activist letter on an Italian tender, distinct from Palliser’s separate WUS Printed Circuit Taiwan campaign already covered on HedgeCo.Net. Treat the letter’s publication, the €51.29 versus ?€60 ask, the independent-director / Rothschild fairness opposition, and the governance and delisting-coercion arguments as Palliser’s stated positions. Do not invent Palliser’s stake size, a board response, or a revised bid. The allocator object is event-driven pharma minority protection around a consortium tender that independents have already flagged as unfair.