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LONDON - Ricardo PLC, a global engineering and environmental consultancy firm, has unanimously rejected a proposal from Science Group PLC that demanded significant changes to Ricardo’s board. Science Group, which recently acquired a 15.2% stake in Ricardo, had called for the replacement of the company’s chairman and the Chair of the Audit Committee with its own nominees. Additionally, Science Group sought the resignation of another non-executive director.
The Board of Ricardo views these demands as an opportunistic move by Science Group to gain control of the company without offering a takeover premium, especially considering that Ricardo’s share price is currently at a 15-year low. Ricardo’s Board believes that complying with Science Group’s requests could lead to non-compliance with the UK Corporate Governance Code and distract from the company’s ongoing strategic efforts to streamline operations and focus on environmental and energy transition solutions.
Ricardo, which has been actively working on transforming its business model, as evidenced by the recent acquisition of E3 Advisory and the disposal of Ricardo Defense, is concerned that Science Group’s intervention could hinder these efforts. The Board pointed out that Science Group’s aggressive tactics are not new, citing previous takeovers where it employed similar strategies, resulting in a decline in the target companies’ share prices before pursuing takeovers at significantly reduced prices.
The Board’s statement, released today, emphasized the strength of Ricardo’s plan and the record order intake for the first half of the year, underlining the company’s potential in the Energy and Environment sector. Ricardo’s shareholders have been advised to take no action at this time, with further announcements to be made as necessary.
This response follows a history of aggressive takeover approaches by Science Group, including its involvement with TP Group plc in 2023 and Frontier Smart Technologies Group Limited in 2019. The Board of Ricardo, led by Chairman Mark Clare, remains confident in the company’s direction and has urged shareholders to reject Science Group’s demands.
The information in this article is based on a press release statement from Ricardo PLC.
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