RECORDATI
milan : REC

April 19, 2012 07:25 ET

Recordati : Shareholders Approve the 2011 Accounts; Dividend EUR 0.30 per Share

MILAN, ITALY--(Marketwire - Apr 19, 2012) -


RECORDATI: SHAREHOLDERS APPROVE THE 2011 ACCOUNTS. DIVIDEND EUR 0.30 PER SHARE.

* Shareholders approve the 2011 results: Consolidated revenue EUR 762.0 million, + 4.7%, operating income EUR 163.5 million, + 5.6%, net income EUR 116.4 million, + 7.2%.

* Dividend for 2011 EUR 0.30 per share (+9.1% over the preceding year's dividend), of which EUR 0.20 already paid in November 2011.

* Remuneration policy approved.

* Authorization to buy-back and dispose of Recordati shares renewed.

* Renewal of the five-year authorization for the Board of Directors to increase capital and to issue convertible bonds for a maximum amount of EUR 50,000,000 and EUR 80,000,000 respectively.

* First quarter 2012 consolidated revenue EUR 219.6 million (+11.0%)

Today the Annual and Extraordinary Meeting of Recordati Shareholders was held.

Recordati's Annual Shareholders' Meeting approved the company's 2011 financial accounts which were prepared according to IAS/IFRS. In addition, the group's consolidated statements, which were also prepared according to IAS/IFRS, were presented. The tables attached contain a summary of the 2011 financial statements. As announced on 7 March 2012 revenues are EUR 762.0 million (+4.7%), operating income (EBIT) is EUR 163.5 million (+5.6%), and net income is EUR 116.4 million (+7.2%). International sales account for 70.9% of total sales.

As proposed by the Board of Directors, the shareholders approved a dividend of EUR 0.10 per share, in full balance of the interim 2011 dividend of EUR 0.20, to be paid to all shares outstanding at ex-dividend date, excluding those in treasury stock, as from 26 April 2012, with ex-dividend on 23 April 2012. The full 2011 dividend is therefore of EUR 0.30 per share (EUR 0.275 per share last year).

Further shareholder resolutions

Annual Meeting

The Shareholders' Meeting authorized the buy back and disposal of Recordati shares until the Annual Shareholders' Meeting which will approve the 2012 financial statements. The objective of the authorization is, as in previous years, to grant the Board the possibility: of using shares for equity acquisitions or as consideration for strategic agreements; of allowing the company to invest in its own shares; and of constituting a stock of own shares to service current and future stock option plans. The company would be allowed to purchase up to 20,000,000 Recordati existing ordinary (common) shares, which includes those shares held in Treasury stock at any given time, for a maximum cash outlay of EUR 150,000,000 million. The purchase price must be at least equal to the shares' nominal value (EUR 0.125) and must not exceed the average official Stock Exchange price recorded over the 5 trading days prior to the transaction, plus 5%. Possible purchases will be made on regulated markets and must comply with article 132 of Legislative Decree 58/1998 and with article 144-bis, comma 1.b) of the Issuers' Regulations as approved by CONSOB's resolution 11971/1999 and with market practice allowed and recognized by CONSOB.

At today's date the company has 9,780,790 shares in Treasury stock which amounts to 4.677% of the current share capital.

Under the previous authorization granted by the Shareholders' Meeting of 13 April 2011, which expired as of today's Shareholders' Meeting, the company initiated a share buy-back program as announced on 22 September 2011 to service the company's stock option plans. A total of one million shares were purchased under said program.

Furthermore, the Shareholders approved the Remuneration Policy pursuant to art. 123-ter of the Legislative Decree 58/98.

Extraordinary Meeting

Today's Extraordinary Meeting resolved to renew the authorization, which has just expired, for the Board of Directors to increase the company's share capital on one or more occasions, gratuitously or against payment, by issuing ordinary shares and/or share subscription warrants, for a maximum nominal amount of EUR 50,000,000 (fifty million), and to issue, on one or more occasions, for a maximum nominal amount of EUR 80,000,000 (eighty million), bonds convertible into ordinary shares, or with share subscription warrants, for a period not exceeding five years from the date of the resolution, with the consequent modification of article 6 of the company's by-laws.

First quarter 2012

Revenue performance in the first quarter 2012 is positive. Group sales are EUR 219.6 million, an increase of 11.0% over those in the first quarter of the preceding year, mainly thanks to the international business which grows by 14.5%.

Recordati, established in 1926, is a European pharmaceutical group, listed on the Italian Stock Exchange (Reuters RECI.MI, Bloomberg REC IM, ISIN IT 0003828271), with a total staff of over 3,200, dedicated to the research, development, manufacturing and marketing of pharmaceuticals. It has headquarters in Milan, Italy, operations in the main European countries, and a growing presence in the new markets of Central and Eastern Europe. A European field force of around 1,700 medical representatives promotes a wide range of innovative pharmaceuticals, both proprietary and under license, in a number of therapeutic areas including a specialized business dedicated to treatments for rare diseases. Recordati's current and growing coverage of the European pharmaceutical market makes it a partner of choice for new product licenses from companies which do not have European marketing organizations. Recordati is committed to the research and development of new drug entities within the cardiovascular and urogenital therapeutic areas and of treatments for rare diseases. Consolidated revenue for 2011 was EUR 762.0 million, operating income was EUR 163.5 million and net income was EUR 116.4 million.

Statements contained in this release, other than historical facts, are "forward- looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are based on currently available information, on current best estimates, and on assumptions believed to be reasonable. This information, these estimates and assumptions may prove to be incomplete or erroneous, and involve numerous risks and uncertainties, beyond the Company's control. Hence, actual results may differ materially from those expressed or implied by such forward-looking statements. All mentions and descriptions of Recordati products are intended solely as information on the general nature of the company's activities and are not intended to indicate the advisability of administering any product in any particular instance.

RECORDATI GROUP

Summary of consolidated results prepared in accordance with the International Accounting Standards and International Financial Reporting Standards (IAS/IFRS) (thousands of EUR)

+--------------------------------------+-----------+-----------+----------+
| INCOME STATEMENT                     |      2011 |      2010 | Change % |
+--------------------------------------+-----------+-----------+----------+
| REVENUE                              |   762,036 |   728,134 |      4.7 |
|                                      |           |           |          |
|    Cost of sales                     | (259,977) | (240,065) |      8.3 |
|                                      +-----------+-----------+----------+
| GROSS PROFIT                         |   502,059 |   488,069 |      2.9 |
|                                      |           |           |          |
|    Selling expenses                  | (232,160) | (216,478) |      7.2 |
|                                      |           |           |          |
|    Research and development expenses |  (55,956) |  (68,841) |   (18.7) |
|                                      |           |           |          |
|    General & administrative expenses |  (45,386) |  (44,026) |      3.1 |
|                                      |           |           |          |
|    Other income (expenses), net      |   (5,080) |   (3,940) |     28.9 |
|                                      +-----------+-----------+----------+
| OPERATING INCOME                     |   163,477 |   154,784 |      5.6 |
|                                      |           |           |          |
|    Financial income (expenses), net  |   (3,465) |   (3,787) |    (8.5) |
|                                      +-----------+-----------+----------+
| PRE-TAX INCOME                       |   160,012 |   150,997 |      6.0 |
|                                      |           |           |          |
|    Provision for income taxes        |  (43,566) |  (42,417) |      2.7 |
|                                      +-----------+-----------+----------+
| NET INCOME                           |   116,446 |   108,580 |      7.2 |
+--------------------------------------+-----------+-----------+----------+
| Attributable to:                     |           |           |          |
|                                      |           |           |          |
| Equity holders of the parent         |   116,434 |   108,571 |      7.2 |
|                                      |           |           |          |
| Minority interests                   |        12 |         9 |     33.3 |
+--------------------------------------+-----------+-----------+----------+


+--------------------+---------+---------+----------+
| EARNINGS PER SHARE |    2011 |    2010 | Change % |
+--------------------+---------+---------+----------+
| Basic              |EUR 0.584|EUR 0.548|      6.6 |
|                    |         |         |          |
| Diluted            |EUR 0.556|EUR 0.524|      6.1 |
+--------------------+---------+---------+----------+

Earnings per share (EPS) are based on average shares outstanding during each year, 199,369,542 in 2011 and 198,170,113 in 2010, net of average treasury stock which amounted to 9,755,614 shares in 2011 and to 10,955,043 shares in 2010. Diluted earnings per share is calculated taking into account stock options granted to employees.

+------------------------+---------+---------+----------+
| COMPOSITION OF REVENUE |    2011 |    2010 | Change % |
+------------------------+---------+---------+----------+
| Total revenue          | 762,036 | 728,134 |      4.7 |
|                        +---------+---------+----------+
| Italy                  | 221,603 | 199,531 |     11.1 |
|                        |         |         |          |
| International          | 540,433 | 528,603 |      2.2 |
+------------------------+---------+---------+----------+

RECORDATI GROUP

Summary of consolidated results prepared in accordance with the International Accounting Standards and International Financial Reporting Standards (IAS/IFRS) (thousands of EUR)

+---------------------------------------------------+----------+----------+
|ASSETS                                             |31.12.2011|31.12.2010|
+---------------------------------------------------+----------+----------+
|Property, plant and equipment                      |    55,397|    53,017|
|                                                   |          |          |
|Intangible assets                                  |   149,649|   113,512|
|                                                   |          |          |
|Goodwill                                           |   365,719|   305,741|
|                                                   |          |          |
|Equity investments                                 |     1,977|     1,930|
|                                                   |          |          |
|Non-current receivables                            |     1,282|     2,485|
|                                                   |          |          |
|Deferred tax assets                                |    22,494|    20,221|
|                                                   +----------+----------+
|TOTAL NON-CURRENT ASSETS                           |   596,518|   496,906|
|                                                   |          |          |
|                                                   |          |          |
|                                                   |          |          |
|Inventories                                        |   108,251|    85,190|
|                                                   |          |          |
|Trade receivables                                  |   141,231|   126,575|
|                                                   |          |          |
|Other receivables                                  |    21,311|    26,734|
|                                                   |          |          |
|Other current assets                               |     3,198|     2,825|
|                                                   |          |          |
|Fair value of hedging derivatives (fair value hedge)     1,791|     1,164|
|                                                   |          |          |
|Short-term financial investments, cash and cash    |          |          |
|equivalents                                        |   105,164|   161,680|
|                                                   +----------+----------+
|TOTAL CURRENT ASSETS                               |   380,946|   404,168|
+---------------------------------------------------+----------+----------+
|TOTAL ASSETS                                       |   977,464|   901,074|
+---------------------------------------------------+----------+----------+


+---------------------------------------------------+----------+----------+
|EQUITY AND LIABILITIES                             |31.12.2011|31.12.2010|
+---------------------------------------------------+----------+----------+
|Share capital                                      |    26,141|    26,141|
|                                                   |          |          |
|Capital in excess of par value                     |    83,719|    83,719|
|                                                   |          |          |
|Treasury stock                                     |  (53,215)|  (52,579)|
|                                                   |          |          |
|Hedging reserve                                    |   (4,227)|   (4,299)|
|                                                   |          |          |
|Translation reserve                                |   (8,232)|     (592)|
|                                                   |          |          |
|Other reserves                                     |    26,600|    25,733|
|                                                   |          |          |
|Retained earnings                                  |   445,745|   389,284|
|                                                   |          |          |
|Net income for the year                            |   116,434|   108,571|
|                                                   |          |          |
|Interim dividend                                   |  (38,525)|         -|
|                                                   +----------+----------+
|GROUP SHAREHOLDERS' EQUITY                         |   594,440|   575,978|
|                                                   +----------+----------+
|Minority interest                                  |        40|        28|
|                                                   +----------+----------+
|SHAREHOLDERS' EQUITY                               |   594,480|   576,006|
|                                                   +----------+----------+
|                                                   |          |          |
|                                                   |          |          |
|Loans due after one year                           |   137,518|    96,767|
|                                                   |          |          |
|Employees' termination pay                         |    16,692|    19,259|
|                                                   |          |          |
|Deferred tax liabilities                           |     6,049|     5,699|
|                                                   |          |          |
|Other non-current liabilities                      |     2,062|       606|
|                                                   +----------+----------+
|TOTAL NON-CURRENT LIABILITIES                      |   162,321|   122,331|
|                                                   |          |          |
|                                                   |          |          |
|                                                   |          |          |
|Trade payables                                     |    98,678|    93,068|
|                                                   |          |          |
|Other payables                                     |    58,335|    53,536|
|                                                   |          |          |
|Tax liabilities                                    |    12,091|     9,691|
|                                                   |          |          |
|Other current liabilities                          |       348|       620|
|                                                   |          |          |
|Provisions                                         |    21,813|    21,413|
|                                                   |          |          |
|Fair value of hedging derivatives (cash flow hedge)|     4,227|     4,299|
|                                                   |          |          |
|Loans due within one year                          |    11,616|    16,604|
|                                                   |          |          |
|Bank overdrafts                                    |    13,555|     3,506|
|                                                   +----------+----------+
|TOTAL CURRENT LIABILITIES                          |   220,663|   202,737|
+---------------------------------------------------+----------+----------+
|TOTAL EQUITY AND LIABILITIES                       |   977,464|   901,074|
+---------------------------------------------------+----------+----------+

RECORDATI S.P.A.

Summary of consolidated results prepared in accordance with the International Accounting Standards and International Financial Reporting Standards (IAS/IFRS) (thousands of EUR)

+------------------+---------+---------+--------+
|                  |    2011 |    2010 | Var. % |
+------------------+---------+---------+--------+
| Revenue          | 272,243 | 241,442 |   12.8 |
|                  |         |         |        |
| Operating income |  43,642 |  33,617 |   29.8 |
|                  |         |         |        |
| Pre-tax income   |  93,976 |  81,038 |   16.0 |
|                  |         |         |        |
| Net income       |  78,462 |  67,892 |   15.6 |
+------------------+---------+---------+--------+


+--------------------------------------------+------------+------------+
|                                            | 31.12.2011 | 31.12.2010 |
+--------------------------------------------+------------+------------+
|                                            |            |            |
|                                            |            |            |
| Non-current assets                         |    495,511 |    388,585 |
|                                            |            |            |
| Current assets                             |    174,749 |    225,178 |
|                                            +------------+------------+
| TOTAL ASSETS                               |    670,260 |    613,763 |
+--------------------------------------------+------------+------------+
|                                            |            |            |
|                                            |            |            |
| Shareholders' equity                       |    307,644 |    321,151 |
|                                            |            |            |
| Non-current liabilities                    |    173,299 |    110,301 |
|                                            |            |            |
| Current liabilities                        |    189,317 |    182,311 |
|                                            +------------+------------+
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |    670,260 |    613,763 |
+--------------------------------------------+------------+------------+

DECLARATION BY THE MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL REPORTS

The manager responsible for preparing the company's financial reports Fritz Squindo declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

RECORDATI SHAREHOLDERS APPROVE THE 2011 ACCOUNTS. DIV. EUR 0.30 PER SHAR: http://hugin.info/143644/R/1604090/507423.pdf

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(i) the releases contained herein are protected by copyright and other applicable laws; and

(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: RECORDATI via Thomson Reuters ONE [HUG#1604090]

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