REG - EQT Fd Mngmt S.à r.l Intertek Group Plc - Statement re Possible Offer

IntertekAnnouncement

Today 11:45

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RNS Number : 6365D  EQT Fund Management S.à r.l.  08 May 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.
ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.

 

FOR IMMEDIATE RELEASE.

 

8 May 2026

 

 

Response to Intertek Group plc ("Intertek") announcement

 

EQT X EUR SCSp and EQT X USD SCSp (collectively referred to as "EQT"), each
represented by its manager (gérant) EQT Fund Management S.à r.l., notes the
announcement by Intertek today.

 

EQT confirms that the Board of Intertek unanimously and unequivocally rejected
EQT's improved indicative proposal of £58.00 in cash for each Intertek share
(the "Further Increased Proposal") on 8 May 2026. The Further Increased
Proposal follows EQT's two prior possible cash offers made to the Board of
Intertek, both of which were rejected.

 

EQT is disappointed by the Board's lack of engagement in relation to the
Further Increased Proposal, and by its characterisation of the proposal as
presenting significant execution risk, particularly given that constructive
dialogue is necessary to assess and progress a proposal in the interests of
all shareholders.

 

EQT believes the Further Increased Proposal delivers certain and accelerated
cash value for shareholders, superior to the range of outcomes associated with
Intertek's standalone prospects.

 

Together with the FY25 Final Dividend, the Further Increased Proposal
represents a total value to Intertek shareholders of up to £59.077 per
Intertek share, comprising:

·      £58.00 per share in cash consideration (the "Cash
Consideration"); and

·      the final dividend for the 2025 full year of up to 107.7 pence
per share announced by Intertek on 3 March 2026 (the "FY25 Final Dividend"),
which Intertek shareholders may receive and retain if approved at the Intertek
Annual General Meeting on 20 May 2026 without any reduction to the Cash
Consideration.

 

As set out in EQT's announcement on 5 May 2026, the Cash Consideration under
the Further Increased Proposal represents a premium of:

·      54% to the closing share price of £37.70 per share as at 9 April
2026 (being the day before EQT submitted its initial proposal to Intertek);
and

·      56% to the 1-month VWAP of £37.18 per share as at 9 April 2026
(being the day before EQT submitted its initial proposal to Intertek).

 

If the FY25 Final Dividend is declared and paid in full, the total value of
the Further Increased Proposal represents an attractive premium of up to:

·      57% to the closing share price of £37.70 per share as at 9 April
2026 (being the day before EQT submitted its initial proposal to Intertek);
and

·      59% to the 1-month VWAP of £37.18 per share as at 9 April 2026
(being the day before EQT submitted its initial proposal to Intertek).

 

EQT is a disciplined investor. There can be no certainty that any firm offer
will be made.

 

In accordance with Rule 2.6(a) of the Code, EQT is required, by no later than
5.00 p.m. on 14 May 2026 (the "PUSU Deadline"), either to announce a firm
intention to make an offer for Intertek in accordance with Rule 2.7 of the
Code or to announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8 of the Code
applies. The PUSU Deadline may be extended with the consent of the Panel on
Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the
Code.

 

In accordance with Rule 2.5 of the Code, EQT reserves the right to make an
offer for Intertek on less favourable terms than those set out in this
announcement or the Further Increased Proposal: (i) with the agreement or
recommendation of the Board of Intertek; (ii) if a third party announces an
offer or possible offer, including a partial offer, or firm intention to make
an offer for Intertek which, at that date, is of a value less than the value
implied by the Further Increased Proposal, including where any such
announcement is made by Intertek; or (iii) following the announcement by
Intertek of a Rule 9 waiver transaction pursuant to the Code or a reverse
takeover. EQT reserves the right to introduce other forms of consideration
and/or vary the mix or composition of consideration of any offer.

 

EQT reserves the right to reduce the terms of the Further Increased Proposal
by the amount of any dividend, distribution or other return of value which is
announced, declared, made, paid or becomes payable by Intertek after the date
of this announcement, other than the FY25 Final Dividend if approved at the
Intertek Annual General Meeting on 20 May 2026.

 

 Enquiries

 FGS Global (Communications Adviser)                                                                                                                                    EQT-LON@fgsglobal.com (mailto:EQT-LON@fgsglobal.com)

 Faeth Birch

 Chris Ryall

 Sophia Johnston

 Morgan Stanley & Co. International plc (Financial                                                                                                                      +44 (0)20 7425 8000
 Adviser)
 Anthony Zammit
 Hugh Moran

 Jimmy Bastock
 Ying Huang

 

About EQT

 

EQT is a purpose-driven global investment organization with EUR 269 billion in
total assets under management (EUR 142 billion in fee-generating assets under
management) as of 31 March 2026, within two business segments - Private
Capital and Real Assets. EQT owns portfolio companies and assets in Europe,
Asia Pacific and the Americas and supports them in achieving sustainable
growth, operational excellence and market leadership.

 

More info: www.eqtgroup.com

Follow EQT on LinkedIn, X, YouTube and Instagram

 

 

Important notices

 

Morgan Stanley & Co. International plc ("Morgan Stanley") which is
authorised by the Prudential Regulation Authority ("PRA") and regulated by the
Financial Conduct Authority and the PRA in the United Kingdom, is acting
exclusively as financial adviser to EQT and no one else in connection with the
possible offer and will not be responsible to anyone other than EQT for
providing the protections afforded to clients of Morgan Stanley nor for
providing advice in relation to the possible offer or any other matters
referred to in this announcement. Neither Morgan Stanley nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Morgan Stanley in connection
with this announcement or any statement contained herein or otherwise.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise.

 

The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.

 

It has not been practicable for EQT to make enquiries of all persons who may
be deemed by the Panel to be acting in concert with EQT in order to determine
whether EQT would be obliged to offer a minimum level, or particular form, of
consideration under Rule 6 or Rule 11 of the Code (as appropriate). To the
extent that any such details are identified, EQT will make an announcement as
soon as practicable, and in any event by the time it is required to make its
Opening Position Disclosure in accordance with Rule 8.1 of the Code.

 

Notice to US Intertek shareholders

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, EQT or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, Intertek
shares outside the United States, other than pursuant to an offer, before or
during the period in which such offer, if made, remains open for acceptance.
Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Morgan Stanley
(and/or certain of its affiliates) will continue to act as an exempt principal
trader in Intertek shares on the London Stock Exchange. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases will
be disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website, www.londonstockexchange.com.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons in or
resident in restricted jurisdictions, on EQT's website at
www.documentlibrary.co.uk (http://www.documentlibrary.co.uk) by no later than
12 noon (London time) on the business day immediately following the date of
this announcement. The content of any website referred to in this announcement
is not incorporated into and does not form part of this announcement.

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