PrimeStone Capital LLP, an investor owning about 0.5% of Intertek Group plc, has made a public appeal to Intertek’s board asking it to engage with EQT’s takeover proposal of £59.1 per share. The message follows an earlier private approach from PrimeStone on May 4, when the shareholder voiced reservations about what it saw as a lack of serious engagement from the board.
In its publicly released letter, PrimeStone said the board’s most recent reply fails to represent a constructive or substantial engagement with EQT’s approach. The investor specifically requested that Intertek permit EQT supervised access for due diligence and urged directors to be open to evaluating any revised bid on the basis of pragmatic assumptions tied to the company’s strategic review plan.
PrimeStone disputed the board’s position that EQT’s proposal materially undervalues Intertek. The firm noted that EQT’s offer implies a roughly 55% premium to the undisturbed Intertek share price, and that this figure is higher than the average sum-of-the-parts equity value of £58 produced by a set of major sell-side banks - Barclays, Citi, UBS and BNP Exane - since Intertek initiated its strategic review.
The shareholder also highlighted performance concerns during the current chief executive’s 11-year tenure, saying Intertek has underperformed listed peers SGS and Bureau Veritas, along with the FTSE 100 and MSCI Europe, on a total shareholder return basis. PrimeStone said these comparative returns inform its view that the board should treat the EQT approach with greater seriousness.
PrimeStone questioned the timing and conduct of Intertek’s strategic review, which the company disclosed on April 14. That announcement came two working days after EQT’s first approach on April 10, a sequence PrimeStone said raised doubts about the review process.
The investor also raised governance concerns tied to a chairman transition. Steve Mogford is set to assume the chairman role six days after the so-called put up or shut up deadline, and PrimeStone drew attention to the fact that seven directors reported holdings in Intertek shares valued at less than their annual board fees.
In closing, PrimeStone asked the board to secure EQT’s best and final offer subject to due diligence and to compare any revised bid against realistic assumptions for Intertek’s strategic review plan. The letter seeks a more engaged evaluation of the approach rather than an outright dismissal.
Summary
PrimeStone, a small Intertek shareholder, has gone public in urging the board to engage with EQT’s £59.1 per share proposal, request supervised due diligence access for EQT, and reassess fair value metrics while flagging governance timing issues.
Context and next steps
The appeal follows a private May 4 communication and references an April 10 initial approach by EQT and Intertek’s April 14 announcement of a strategic review. PrimeStone is urging a formal engagement to determine whether EQT will present a best and final offer after conducting due diligence.