PUBLICATION OF SCHEME DOCUMENT
Summary by AI BETAClose X
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
FOR IMMEDIATE RELEASE
15 July 2026
RECOMMENDED FINAL* CASH ACQUISITION
OF
INTERTEK GROUP PLC ("INTERTEK")
BY
ISOTOPE BIDCO LIMITED ("BIDCO")
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
PUBLICATION OF SCHEME DOCUMENT
On 18 June 2026, the boards of Intertek and Bidco announced that they had reached agreement on the terms of a recommended final cash acquisition pursuant to which the entire issued and to be issued ordinary share capital of Intertek will be acquired by Bidco (the "Acquisition"), a newly formed company to be indirectly owned by EQT X EUR SCSp and EQT X USD SCSp, each acting through its manager (gérant) EQT Fund Management S.à r.l., together with certain indirect minority shareholders including, among others, Luxinva and Mubadala, to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Publication of the Scheme Document
Intertek announces that a circular in relation to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chair of Intertek, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Intertek Shareholders, has been published today and will be made available on Intertek's website at www.intertek.com/investors/ and on Bidco's website at www.documentlibrary.co.uk/documents/.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless stated otherwise.
* The financial terms of the Acquisition are final and will not be increased, save that Bidco reserves the right to increase the financial terms of the Acquisition where: (i) there is an announcement on or after the date of the Announcement of an offer or possible offer, including a partial offer, or a firm intention to make an offer for Intertek by any third party offeror or potential offeror, including where any such announcement is made by Intertek; or (ii) the Panel otherwise provides its consent.
Hard copies of: (i) the Scheme Document (or, depending on Intertek Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and (ii) Forms of Proxy for the Court Meeting and the General Meeting are being sent to Intertek Shareholders today, subject to certain restrictions relating to persons resident in Restricted Jurisdictions. An email Intertek CSN Voting Notification for the Court Meeting and the General Meeting is also being sent to Intertek CSN Holders today, again subject to certain restrictions relating to persons resident in Restricted Jurisdictions.
Action required
As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) Intertek Shareholders vote in favour of the Special Resolution at the General Meeting.
The approval required at the Court Meeting for approval of the Scheme is a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders. The approval required at the General Meeting for the Special Resolution to be passed is at least 75 per cent. of the votes cast on such resolutions (in person or by proxy).
Notices convening the Court Meeting and the General Meeting to be held at the Marlborough Theatre, No. 11 Cavendish Square, London W1G 0AN on 6 August 2026 at 10.00 a.m. (London time) and 10.15 a.m. (London time) (or as soon thereafter as the Court Meeting concludes or is adjourned), respectively, are set out in the Scheme Document.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Intertek Shareholders before the relevant Meeting, through Intertek's website at www.intertek.com/investors/ and by announcement through a Regulatory Information Service.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of opinion of Scheme Shareholders.
Scheme Shareholders and Intertek Shareholders are therefore strongly urged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible and, in any event, so that the proxy appointment and instructions are received by Equiniti no later than 48 hours prior to the Court Meeting or the General Meeting as applicable (excluding any part of such 48 hour period falling on a day that is not a Business Day) or, in the case of any adjournment, no later than 48 hours (excluding any part of such 48 hour period that is not a Business Day) before the time fixed for the adjourned meeting. If you hold your Intertek Shares in uncertificated form (that is, in CREST), you may vote using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual.
Intertek CSN Holders should follow the instructions set out in the Intertek CSN Voting Notification. Voting instructions must be submitted in accordance with the instructions set out in the Intertek CSN Voting Notification as soon as possible, but in any event so as to be received by the CSN Nominee no later than four Business Days prior to the Court Meeting or the General Meeting as applicable or, in the case of any adjournment, no later than four Business Days before the time fixed for the adjourned meeting.
Timetable
The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of Intertek Shareholders at the General Meeting. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions (including regulatory and antitrust conditions and the sanction of the Court) and further terms, as described more fully in the Scheme Document.
The Scheme is expected to become Effective during Q4 2026 or Q1 2027. Intertek will make further announcements through a Regulatory Information Service, with such announcements also being made available on Intertek's website at www.intertek.com/investors/ and on Bidco's website at www.documentlibrary.co.uk/documents/.
An update to the expected timetable is expected to be announced following receipt of the relevant regulatory and antitrust approvals upon which the Acquisition is conditional.
Recommendation
The Intertek Directors, who have been so advised by Goldman Sachs, J.P. Morgan Cazenove and PJT Partners as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Intertek Directors, Goldman Sachs, J.P. Morgan Cazenove and PJT Partners have taken into account the commercial assessments of the Intertek Directors. PJT Partners is providing independent financial advice to the Intertek Directors for the purposes of Rule 3 of the Takeover Code.
The Intertek Directors consider that the terms of the Acquisition (including the Scheme) are in the best interests of Intertek Shareholders as a whole. Accordingly, the Intertek Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Intertek Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as those Intertek Directors who hold Intertek Shares have irrevocably undertaken to do in respect of their own personal beneficial holdings of 642,951 Intertek Shares in total, representing, in aggregate, approximately 0.42 per cent. of Intertek's ordinary share capital in issue on the Latest Practicable Date.
Intertek Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Additional Information for Intertek Shareholders
If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit your proxies electronically, please contact Equiniti by calling the shareholder helpline on +44 (0) 371 384 2050. The shareholder helpline will be available from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except public holidays in England and Wales). Please ensure the country code is used if calling from outside the UK. Calls to the shareholder helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Scheme, nor give financial, tax, investment or legal advice.
If you are an Intertek CSN Holder and you are in any doubt as to how to submit your voting instructions in accordance with the instructions set out in the Intertek CSN Voting Notification, please call the Intertek CSN Helpline between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday on +44 (0)20 7396 3400. Please ensure the country code is used if calling from outside the UK.
A copy of the Scheme Document will be submitted to the National Storage Mechanism and will be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism.
If the Scheme is sanctioned as outlined above, it is expected that the last day of dealings in, and registration of transfers of, Intertek Shares on the London Stock Exchange will be the Business Day immediately prior to the Effective Date. It is intended that, subject to the Scheme becoming effective, applications will be made for the cancellation of the listing of Intertek Shares on the Official List and the cancellation of trading of Intertek Shares on the London Stock Exchange.
Joinders to the Joint Defence Agreement
As announced on 18 June 2026, EQT and Intertek put in place a confidentiality and joint defence agreement on 22 May 2026 (the "Joint Defence Agreement"). Each of Luxinva and Mubadala subsequently entered into joinders to the Joint Defence Agreement on 9 July 2026 (the "Joint Defence Agreement Joinders") pursuant to which they agreed to adhere to the terms of the Joint Defence Agreement as if they were a party to that agreement. Copies of the Joint Defence Agreement Joinders are available on Intertek's website at www.intertek.com/investors/ and Bidco's website at www.documentlibrary.co.uk/documents/.
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Enquiries |
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Intertek Denis Moreau, Investor Relations |
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+44 (0)20 7396 3415 |
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Goldman Sachs International (Lead Financial Adviser and Corporate Broker to Intertek) Anthony Gutman Bertie Whitehead Khamran Ali Warren Stables |
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+44 (0)20 7774 1000 |
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J.P. Morgan Cazenove (Lead Financial Adviser and Corporate Broker to Intertek) Richard Perelman Dwayne Lysaght Anastasia Volnova Jonathan Slaughter |
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+44 (0)20 3493 8000
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PJT Partners (Financial Adviser and Rule 3 Adviser to Intertek) Eduard van Wyk Jonathan Hall
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+44 (0)20 3650 1100 |
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DGA (Communications Adviser to Intertek) Jonathon Brill
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+44 (0)78 3662 2683 |
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Morgan Stanley (Lead Financial Adviser to Bidco) Anthony Zammit Hugh Moran Jimmy Bastock Ying Huang |
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+44 (0)20 7425 8000 |
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Barclays (Financial Adviser to Bidco) Adrian Beidas Richard Probert Anjaneya Shiroor Neal West |
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+44 (0)20 7623 2323 |
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Deutsche Bank (Financial Adviser to Bidco) Anthony Parsons Simon Hollingsworth Oliver Ives Ammar Altaf |
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+44 (0)20 7260 1000 |
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FGS Global (Communications Adviser to Bidco) Faeth Birch Chris Ryall Sophia Johnston |
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Freshfields LLP is acting as legal adviser to EQT and Bidco. Simpson Thacher & Bartlett LLP and Advokatfirman Vinge KB are acting as regulatory counsel to Bidco. Linklaters LLP is acting as legal adviser to Luxinva. Clifford Chance LLP is acting as legal adviser to Mubadala.
Slaughter and May is acting as legal adviser to Intertek.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times unless otherwise stated. The following indicative timetable is based on Intertek's and Bidco's current expectations and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Intertek Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on Intertek's and Bidco's websites at www.intertek.com/investors/ and www.documentlibrary.co.uk/documents/ respectively.
Participants in the Intertek Share Schemes will be contacted separately to inform them of the effect of the Scheme on their rights under the Intertek Share Schemes, including details of any dates and times relevant to them.
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Event |
Time and/or date |
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Publication of the Scheme Latest time for Intertek CSN Holders to submit voting instructions for the: · Court Meeting · General Meeting |
15 July 2026
10.15 a.m. on 31 July 2026(2) |
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Latest time for Intertek Shareholders to lodge Forms of Proxy for the: |
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· Court Meeting (BLUE form) |
10.00 a.m. on 4 August 2026(3) |
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· General Meeting (WHITE form) |
10.15 a.m. on 4 August 2026(4) |
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Voting Record Time |
6.30 p.m. on 4 August 2026(5) |
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Court Meeting |
10.00 a.m. on 6 August 2026 |
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General Meeting |
10.15 a.m. on 6 August 2026(6) |
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The following dates and times associated with the Scheme are indicative only and subject to change. |
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Court Sanction Hearing |
a date expected to be in Q4 2026 or Q1 2027, subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date ("D") |
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Last day for dealings in, and for the registration of transfer of, and disablement in CREST of, Intertek Shares |
D+1 |
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Scheme Record Time |
6.00 p.m. on D+1(7) |
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Suspension of trading, and dealings in, Intertek Shares |
7.30 a.m. on D+2 |
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Effective Date |
D+2(8) |
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Cancellation of listing of Intertek Shares on the Official List and of trading of Intertek Shares on the London Stock Exchange |
by 8.00 a.m. on D+3 |
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Latest date for dispatch of cheques, electronic payments and settlement through CREST Expected date for crediting to mandated bank accounts of, or issuing cheques in respect of, the Cash Consideration due to Intertek CSN Holders |
within 14 days after the Effective Date ("S")(9) No later than 10 Business Days after S |
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Long Stop Date |
11.59 p.m. on 18 June 2027(10) |
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(1) |
Intertek CSN Holders are asked to submit their voting instructions for the Court Meeting in accordance with the instructions set out in the Intertek CSN Voting Notification as soon as possible and, in any event, so as to be received by the CSN Nominee by no later than 10.00 a.m. on 31 July 2026 or, in the case of an adjournment, no later than four Business Days before the time and date set for the adjourned Court Meeting. |
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(2) |
Intertek CSN Holders are asked to submit their voting instructions for the General Meeting in accordance with the instructions set out in the Intertek CSN Voting Notification as soon as possible and, in any event, so as to be received by the CSN Nominee by no later than 10.15 a.m. on 31 July 2026 or, in the case of an adjournment, no later than four Business Days before the time and date set for the adjourned General Meeting. |
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(3) |
It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned or postponed, 48 hours prior to the time fixed for any adjourned or postponed Court Meeting (excluding any part of such 48 hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 10.00 a.m. on 4 August 2026, it may be presented in person to the Equiniti representative who will be present at the Court Meeting or to the Chair of the Court Meeting (or scanned and emailed to Equiniti at the following address: proxyvotes@equiniti.com), at any time prior to the commencement of the Court Meeting (or any adjournment or postponement thereof). |
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(4) |
In order to be valid, the WHITE Forms of Proxy for the General Meeting must be lodged not later than 10.15 a.m. on 4 August 2026 or, if the General Meeting is adjourned or postponed, 48 hours prior to the time fixed for the adjourned or postponed General Meeting (excluding any part of such 48 hour period falling on a day that is not a working day). |
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(5) |
If either the Court Meeting or the General Meeting is adjourned or postponed, the Voting Record Time for the relevant adjourned or postponed Meeting will be 6.30 p.m. on the day which is two Business Days prior to the date of the adjourned or postponed Meeting. |
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(6) |
To commence at the time fixed or as soon thereafter as the Court Meeting concludes or is adjourned. |
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(7) |
Scheme Shareholders who are on the Register at this time are entitled to receive the Cash Consideration under the Acquisition. |
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(8) |
The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following the Scheme Record Time and after the suspension of trading in Intertek Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date. |
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(9) |
The latest date for settlement of the Cash Consideration in respect of any Sanctions Affected Shares will be no later than 14 days after the relevant Release Date. |
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(10) |
This is the latest date by which the Scheme may become Effective, unless the Long Stop Date is extended to a later date as (i) Bidco may specify, with the written agreement of Intertek or, in a competitive situation, with the Panel's consent; or (ii) the Panel may direct under the Note on Section 3 of Appendix 7 to the Takeover Code, and in each case as the Court may approve (if such approval is required). |
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All dates by reference to "D+1" and "D+2" will be to the date falling the number of indicated Business Days immediately after the actual date, which is "D", as indicated above.
Important notice
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an 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, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Intertek in any jurisdiction in contravention of applicable law.
The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer document) which, together with the Forms of Proxy, shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer document).
This announcement does not constitute a prospectus or prospectus-equivalent document.
Disclaimers
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Intertek and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Intertek for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised by the Prudential Regulation Authority ("PRA") and the Financial Conduct Authority ("FCA") and regulated by the FCA and the PRA in the United Kingdom. J.P. Morgan Cazenove is acting exclusively for Intertek and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Intertek for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in connection with the matters referred to in this announcement.
PJT Partners (UK) Limited ("PJT Partners"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Intertek and no-one else in connection with the Acquisition and will not be responsible to anyone other than Intertek for providing the protections afforded to clients of PJT Partners nor for providing advice in relation to the Acquisition or any matter referred to herein. Neither PJT Partners nor any of its subsidiaries, branches or affiliates nor any of their respective directors, officers, employees, agents or representatives 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 PJT Partners in connection with the Acquisition, any matter referred to herein or otherwise.
Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Morgan Stanley, its affiliates nor any of their respective directors, officers, employees and agents 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 any statement contained herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Barclays nor for providing advice in relation to any matter referred to in this announcement.
Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the district court (Amtsgericht) in Frankfurt am Main under No HRB 30 000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the PRA. It is subject to regulation by the FCA and limited regulation by the PRA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the PRA are available from Deutsche Bank AG on request. Deutsche Bank AG, acting through its London branch is and has been acting solely for Bidco and no other person in connection with the matters referred to in this announcement and will not regard, and has not regarded, any other person as its client and has not been and will not be responsible to any person other than Bidco for providing the protections afforded to clients of Deutsche Bank AG, acting through its London branch, or for providing advice in relation to the matters referred to in this announcement.
Overseas Jurisdictions
This announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and the Takeover Code and information disclosed may not be the same as that which would have been disclosed if the Scheme had been prepared in accordance with the laws of jurisdictions outside the UK (including Restricted Jurisdictions). Nothing in the Scheme should be relied on for any other purpose. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA.
The release, publication or distribution of this announcement in or into jurisdictions other than the UK or the United States, and the availability of the Acquisition to Intertek Shareholders who are not resident in the UK or the United States, may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK to vote their Intertek Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the UK.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Sanctioned Shareholders
If any Intertek Shares are Sanctions Affected Shares: (a) no right, title or interest in any such Sanctions Affected Shares will be transferred to Bidco on the Effective Date where such transfer would cause a person to violate Sanctions, or be exposed to a reasonable risk of being targeted as a Sanctioned Person; (b) any purported vote by or on behalf of any holder of any such Sanctions Affected Shares at the Court Meeting or the General Meeting will not be treated as valid where Sanctions do not permit such vote to be treated as valid; (c) no holder of Sanctions Affected Shares will receive any Cash Consideration under the Acquisition on the Effective Date; and (d) under the terms of the Acquisition and the Scheme, subject to compliance with any Sanctions, with effect on and from the Effective Date, all rights attaching to any such Sanctions Affected Shares will cease to be exercisable until such time as the right, title or interest in such shares is transferred to Bidco.
Additional Information for US Investors
The Acquisition is being made to acquire the shares of an English company by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules and the US proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco exercises its right to implement the acquisition of the Intertek Shares by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Intertek Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Intertek are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco 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 of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, each of Morgan Stanley, Barclays, J.P. Morgan Cazenove and Goldman Sachs International (and/or certain of each of their 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 and activities by exempt principal traders will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forward-looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Intertek or Bidco may contain statements that are or may be deemed to be "forward-looking statements". All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning: (i) the ability to complete the Acquisition in a timely manner; (ii) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (iii) business and management strategies and the expansion and growth of Intertek's, Bidco's, or the Bidco Group's operations and potential synergies resulting from the Acquisition; and (iv) the effects of government regulation on the Bidco Group's, the EQT Group's or the Intertek Group's businesses. These forward-looking statements are identified by their use of terms and phrases such as, without limitation, "aims", "anticipate", "believe", "could", "estimate", "expect", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will", "would" and similar terms and phrases.
Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to any member of the Intertek Group, the Bidco Group or the EQT Group, nor any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. None of Intertek, Bidco or the Bidco Group, or any of their respective members, partners, associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Intertek, Bidco and EQT expressly disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes interested in 1 per cent. 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 p.m. (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 Takeover 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 website and requesting hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code will be made available, free of charge, subject to certain restrictions relating to persons resident in or located in Restricted Jurisdictions, on Intertek's website at www.intertek.com/investors/ and Bidco's website at www.documentlibrary.co.uk/documents/ by no later than 12.00 noon (London time) on the first Business Day following the date of this announcement.
For the avoidance of doubt, the contents of these websites are not incorporated into, and do not form part of, this announcement.
Information relating to Intertek Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Intertek Shareholders, persons with information rights and other relevant persons for the receipt of communications from Intertek may be provided to Bidco, members of the EQT Group and/or their advisers during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.
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