Business
Proposed Disposal, Transition & Partnership
Proposed Disposal, Transition & Partnership.
About this update from Pinewood Technologies Group Plc
[{"type":"text","content":"\n\nNOT 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.\n \nTHIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION\n \nFOR IMMEDIATE RELEASE\n18 September 2023\n \nPendragon PLC (\"Pendragon\" or the \"Company\")\n \nProposed Disposal of UK Motor and PVM, transition to Pinewood Technologies plc and Strategic Partnership with Lithia\n \nThe Boards of Directors of Pendragon and of Lithia Motors, Inc. (NYSE: LAD), one of the largest automotive retailers in North America, are pleased to announce they have agreed the terms of a proposed sale by Pendragon Group Holdings Limited (\"PGHL\") of the entire issued share capital of Pendragon NewCo 2 Limited (\"Pendragon NewCo\") which will hold, either directly or indirectly through its wholly-owned subsidiaries, the Company's entire UK motor business and leasing business (the \"Disposal\"), to Lithia UK Holding Limited (the \"Purchaser\" or \"Lithia\"), a wholly-owned subsidiary of Lithia Motors, Inc. for a gross aggregate consideration of £250 million (subject to certain financial adjustments) (the \"Consideration\").\nPendragon and Lithia Motors, Inc. have also agreed the terms of a strategic partnership with Lithia, including the rollout of Pinewood, the Company's dealer management software (\"DMS\") business, to Lithia's existing 50 UK sites and the creation of a joint venture to accelerate Pinewood's entry into the highly attractive North American DMS market, underpinned by a subscription by Lithia for 279,388,880 new Ordinary Shares in the Company (the \"Subscription Shares\") for an aggregate subscription price of £30 million (the \"Subscription Price\") (the \"Strategic Partnership\" and, together with the Disposal, the \"Transaction\").\nAs part of the Transaction, Pendragon's Pinewood division, which operates the Company's proprietary DMS business, will become a standalone entity, retaining Pendragon's existing listing on the London Stock Exchange and creating a pure play Software as a Service (\"SaaS\") business with an accelerated growth plan.\nThe Transaction is the value-maximising conclusion of the strategic review announced by Pendragon last year and the Board believes that it wil...