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Expert Corporate Governance Service (ECGS)
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Recordati - EGM 17 December 2020

The EGM (item 1) is called to approve the reverse merger of the controlling holdings FIMEI (51.82% of Recordati) and Rossini Investimenti (100% of FIMEI) into Recordati. Rossini Investimenti is 100% owned by the Luxembourg-based company Rossini Sàrl, which is in turn controlled by CVC Capital Partners.

 

Recordati shares and FIMEI shares are the only assets held by FIMEI and Rossini Investimenti, respectively, and the two holding companies have no financial debt. Therefore, the transaction will have no effects on the financial position of Recordati. All Recordati shares held by FIMEI will be transferred to Rossini Sàrl, and the Company's share capital will not change. The transaction will generate one-off tax benefits for €12.9 million and annual tax benefits for €1.3 million to Recordati, in accordance with Italian law incentivizing investments in companies based in Italy (so-called "Allowance for Corporate Equity" benefits).

 

The proposed reverse merger is exclusively aimed at simplifying Recordati's control chain and it will have no effects on its corporate governance or the rights of minority shareholders. Also considering the tax benefits resulting from the transaction, we recommend to vote FOR.

Underlying
Recordati Industria Chimica e Farmaceutica S.p.A.

Recordati-Industria Chimica e Farmaceutica is a pharmaceutical group based in Italy. Co.'s operations are divided into two operating segments: pharmaceuticals (and pharmaceutical chemicals) and orphan drugs. Co.'s products include ZANIPRESS®/ZANEXTRA®/LERCAPREL®/LERCARIL®, an antihypertensive drug; ZANIDIP®/CORIFEO®/LERCADIP® (lercanidipine), an antihypertensive drug discovered and developed in Co.'s research laboratories; UROREC® (silodosin), a new drug indicated for the treatment of benign prostatic hyperplasia; and LIVAZO®/ALIPZA® (pitavastatin), a statin for the treatment of dyslipidemia, among others.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Analysts
Expert Corporate Governance Service (ECGS)

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