Intertek's Divided Register Tests Board After EQT Rejection

Three bids, one unanimous rejection

EQT has tabled three offers for Intertek in recent weeks, each at improved terms. The latest, at £58 per share, values the equity at approximately £8.9bn, or £10.3bn including debt, according to the company's public disclosures. That represents a roughly 14 per cent premium to Intertek's market capitalisation of around £7.8bn.

The board rejected the approach on 8 May 2026, stating that it "significantly undervalues Intertek and its future prospects" and citing "significant execution risk given its conditional nature," according to the company's statement. The rejection was described as unanimous and unequivocal.

Intertek's share price closed at 4,910p on 9 May, down 2.7 per cent on the day but up more than seven per cent year to date, City AM reported.

The 140-year-old company provides testing, inspection and assurance services to businesses globally. Its asset-light, high-margin model is precisely the profile that attracts private equity interest, and EQT's persistence across three bids suggests the firm sees structural value the public market has not fully priced.

The valuation gap: why key shareholders say £58 is too low

Investors holding close to £300m of Intertek's equity have told City AM that the latest offer undervalues the business. Two of the most vocal are Evenlode Investment, which holds a 1.5 per cent stake, and Marathon Asset Management, which holds two per cent.

Hugh Yarrow, portfolio manager and co-founder at Evenlode Investment, said the company's intrinsic worth exceeds EQT's bid even before a control premium is applied.

"Intertek has a very strong position in the global testing and inspection sector, and good cash generative growth potential. In our view Intertek's intrinsic value is higher than the level of the latest EQT bid, even before factoring in a takeover premium."

Charles Carter, managing director and portfolio manager at Marathon Asset Management, argued that EQT's approach was anchored to a depressed share price. He told City AM that fair value sits above £60 per share, and that a buyer seeking control should pay a premium on top of that figure.

Analysts at Oddo BHF, the European asset manager, placed an "acceptable" offer level at £61.50 per share, as reported by City AM. That would imply a total equity value comfortably above £9.4bn, roughly £500m more than EQT's current proposal. The same analysts wrote that a fourth offer from EQT is unlikely, suggesting the Swedish firm may have reached its ceiling.

The gap between £58 and the £61.50-plus range cited by sceptics is not trivial. At roughly six per cent, it represents the difference between a price that rewards EQT's financial engineering and one that compensates existing shareholders for the earnings trajectory they believe the company can deliver independently.

Spin-off strategy versus PE timetable

Central to the board's confidence is a recently announced plan to consider spinning off Intertek's energy and infrastructure division, which accounts for roughly a quarter of group profit. The logic is straightforward: separating a slower-growth, capital-intensive division from the higher-rated core testing and assurance arm should, in theory, close the valuation discount to global peers such as Bureau Veritas and SGS.

Yarrow at Evenlode endorsed the strategy, telling City AM that disposing of the energy and infrastructure assets "will realise under-recognised value within the portfolio, whilst leaving the company focused on its market-leading testing and assurance division." He noted that the core testing arm, representing around three quarters of group profit, trades at a "significant discount to global peers."

The board itself stated the spin-off "would create two high-quality global businesses with a strong historical operational and financial track record" and that it remained "fully focused on maximising value for shareholders," according to its public statement.

For operators of diversified services businesses, the tension is instructive. A spin-off is a medium-term value-creation exercise; it requires management bandwidth, regulatory approvals, and investor patience. A private equity bid, by contrast, offers certainty and immediacy. EQT's timetable compresses the question of what Intertek is worth into a single number today, while the board's strategy asks shareholders to wait for a sum-of-the-parts re-rating that may take 12 to 18 months to materialise.

That mismatch in time horizons is where the fracture in the shareholder register becomes most visible.

Divided register: what split shareholder sentiment means for the board

While the board's rejection was unanimous, the investor base is not. Around 20 top shareholders have reportedly pushed for Intertek to engage with EQT, according to City AM. Pinestoke Asset Management, which holds a four per cent stake, wrote directly to the board urging it to open dialogue with the Swedish firm, as first reported by Bloomberg.

On the other side, Evenlode and Marathon, collectively holding 3.5 per cent, have publicly backed rejection. The arithmetic matters: Pinestoke's single holding is larger than those two supporters of rejection combined.

This fragmentation presents a governance challenge that extends well beyond Intertek's specific circumstances. Under the UK Takeover Code, the board retains authority to reject an offer it considers inadequate. But a board acting against the expressed wishes of a material portion of its register risks a different kind of pressure: requisitioned meetings, activist campaigns, or simply a slow erosion of confidence that weighs on the share price and undermines the very restructuring the rejection is meant to protect.

The dynamics are further complicated by the composition of the dissenting camp. Shareholders urging engagement are not necessarily endorsing £58 per share; many may simply want the board to negotiate rather than refuse outright. The distinction between "engage" and "accept" is significant, but it can blur in public discourse, creating the impression of deeper division than may actually exist.

For companies contemplating value-unlocking restructurings, Intertek's situation offers a practical lesson. A credible standalone plan is necessary but not sufficient; the board must also carry enough of the register to execute it without distraction. When private equity arrives during a period of strategic transition, the bid itself becomes a competing narrative, one that offers liquidity now against the promise of greater value later.

Intertek declined to comment beyond its public statement. EQT has not publicly responded to the rejection. Whether a fourth bid emerges, or whether the spin-off proceeds uncontested, the next move belongs to a shareholder register that has yet to speak with one voice.