The Board of Directors of Pendragon has unanimously rejected a proposal from shareholder Hedin and PAG International to jointly acquire the entire issued and to be issued share capital of Pendragon for 28 pence per share, in cash.
Pendragon said: “The Board carefully considered the proposal, including taking advice from its advisers, and concluded that it fundamentally undervalues the company and is therefore not in the best interests of shareholders or other stakeholders.”
It follows news earlier this week that Nottingham-based Pendragon and Lithia Motors, one of the largest automotive retailers in North America, had 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.
Pendragon added: “The Board is excited about the future prospects for Pendragon as a result of the transaction announced with Lithia Motors, Inc on 18 September 2023, which, if completed, will deliver a substantial cash dividend and create a pure play Software as a Service business with an accelerated growth plan and a strategic partnership to enter North America.”
