Nottingham-based Pendragon and Lithia Motors, one of the largest automotive retailers in North America, 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, to Lithia UK Holding Limited (Lithia), a wholly-owned subsidiary of Lithia Motors, Inc. for a gross aggregate consideration of £250 million.
Pendragon 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.
As 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.
The transaction is the conclusion of the strategic review announced by Pendragon last year and the Board believes that it will deliver an attractive cash dividend to shareholders of c.£240 million.
Ian Filby, non-executive chairman of Pendragon, said: “Pendragon has made strong progress executing its strategy in recent years and the business has been repositioned successfully as a digitally-enabled automotive retailer. Today’s announcement follows an extensive strategic review undertaken by the Board of Pendragon to maximise value for our stakeholders.
“The proposed transaction provides shareholders with an immediate dividend close to the company’s undisturbed market capitalisation as well as ongoing ownership in an exciting technology company with improved growth prospects.”
Bill Berman, Chief Executive of Pendragon, said: “Pendragon has built one of the UK’s leading automotive retailing businesses, underpinned by a market leading dealer management system, the quality of our people, long-standing relationships with OEMs and excellent execution for customers.
“The Pendragon Board considers Lithia to be perfectly placed to build on this progress. The launch of Pinewood as a standalone company is a unique and exciting opportunity to create a best-in-class product for customers, which we can market globally and drive substantial value for our shareholders and in Lithia we have the perfect partner to help accelerate Pinewood’s push into the hugely attractive North American DMS market.”
Bryan DeBoer, Chief Executive of Lithia, said: “The strategic partnership with Pinewood Technologies and acquisition of Pendragon’s UK motor and vehicle management divisions is a massive step in delivering on our longer-term growth strategy. We are excited about the great potential in Pinewood’s offering and envision our strategic partnership to further expand this SaaS business globally.
“Additionally, the proposed acquisition presents a highly synergistic growth opportunity with our existing UK presence with Jardine Motors Group; provides a new adjacency with PVM; and expands our brand and geographic footprint while serving to further strengthen our existing OEM relationships.”
