UPDATE: Intertek suitor EQT makes GBP9.4 billion "final" bid proposal

(Alliance News) - Intertek Group PLC on Tuesday said it is "reviewing" the latest takeover proposal from suitor EQT Fund Management Sarl.

EQT upped the ante again on Tuesday, making a takeover proposal which it said is the "final possible offer" for the assurance, inspection, product testing and certification firm.

EQT's final proposal is worth GBP60 per share in cash, GBP61.077 including a final dividend. Together with the dividend, the tilt values Intertek at GBP9.40 billion.

Intertek shares were up 6.4% to 5,299.06 pence each in London on Tuesday morning, giving it a market capitalisation of GBP8.16 billion.

Intertek confirmed that it received the proposal on Monday.

"As with EQT's previous proposals, the board of Intertek is reviewing EQT's final proposal with its advisers and a further announcement will be made in due course," it added.

It follows a GBP58.00 proposal by EQT made on Friday, which valued the company as whole at around GBP8.93 billion.

"The board of Intertek has carefully reviewed the further revised proposal with its advisers and unanimously concluded that it significantly undervalues Intertek and its future prospects and there is significant execution risk given its conditional nature. Accordingly, the Intertek board unanimously and unequivocally rejected the further revised proposal," Intertek said at the time.

Intertek had also rejected prior EQT proposals of GBP54.00 and GBP51.50 per share.

On the new proposal, EQT said it "delivers certain and accelerated cash value at a full valuation for Intertek shareholders". It is "superior to the range of outcomes associated with Intertek's standalone prospects", EQT added.

"EQT has submitted this final proposal with a view to progressing swiftly towards a recommended firm offer in the interests of Intertek shareholders. There can be no certainty that an offer will be made," EQT added.

Last month, Intertek launched a strategic review and said it was considering selling or demerging its Intertek Energy & Infrastructure business. The strategic review will consider whether Energy & Infrastructure and Testing & Assurance "would be better positioned as separate businesses to unlock their full potential", Intertek explained.

The company said on Friday: "Since the announcement of the strategic review, the company has received an encouraging level of interest from potential buyers of Intertek Energy & Infrastructure."

EQT has until the close of play on May 14 to announce a firm intention to make an offer for Intertek, according to UK M&A rules. The deadline could be extended, however.

Activist investor Palliser Capital, which has built a stake in Intertek below 1%, urged the London listing to engage with EQT.

"The latest proposal for Intertek from EQT represents an attractive opportunity for shareholders that compares favourably, on a risk-and-time-adjusted basis, to the outcomes achievable through the strategic review. We strongly urge the Intertek board to engage with EQT now to establish a constructive dialogue, allow any required due diligence to take place and secure a favourable transaction for shareholders," a statement from Palliser said.

Separately, Reuters reported PrimeStone Capital also urged Intertek to engage with EQT.

"The (Intertek) board's latest response does not, in our view, reflect the serious ​engagement that this approach merits," activist PrimeStone said, according to Reuters.

Reuters reported that PrimeStone Capital owns around 0.5% of Intertek.

By Eric Cunha, Alliance News news editor

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