Lithia & Driveway Improves Terms to 35.4p Per Pendragon Share with Significant Future Upside

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Lithia & Driveway signs revised agreement with Pendragon to enter strategic partnership with Pinewood Technologies and acquire Pendragon's UK motor division and vehicle management division. Total cash consideration payable increased by 42%. Expected dividend to Pendragon shareholders to increase by 49%. Preliminary commitments from major UK automotive retailers to adopt Pinewood DMSSignificant further upside from strategic partnership and North American JV. Planned investment to be financed using existing on-balance sheet capacity.

Positive

• Total cash consideration payable increased by 42%. Expected dividend to Pendragon shareholders to increase by 49%. Preliminary commitments from major UK automotive retailers to adopt Pinewood DMS.

Negative

• None.

• Total cash consideration payable increased by 42%
• Expected dividend to Pendragon shareholders of 24.5 pence, a 49% increase
• Implied total initial value to Pendragon shareholders of 35.4 pence per Pendragon share
• Preliminary commitments to Lithia from multiple major UK automotive retailers to adopt the Pinewood DMS
• Significant further upside from the strategic partnership including North American JV
• Strategic benefits for Lithia with delivery on longer-term growth objectives
• Planned investment will be financed using existing on-balance sheet capacity

MEDFORD, Ore., Oct. 2, 2023 /PRNewswire/ -- Lithia & Driveway (NYSE: LAD, "Lithia") announced today that it has signed a revised agreement on improved terms with the Board of Directors of Pendragon plc ("Pendragon") to enter into a strategic partnership with Pinewood Technologies ("Pinewood Tech") and to acquire Pendragon's UK motor division and vehicle management division.

Under the revised terms, Lithia has increased the total cash consideration versus its original offer announced on 18 September 2023 by 42%, to £397 million and has increased the overall certainty of the transaction by removing certain completion conditions. The combined value of the consideration to Pendragon existing shareholders is initially equivalent to approximately 35.4 pence per share with significant upside expected from the strategic partnership and North American joint venture opportunity.

The additional cash consideration is expected to increase the cash dividend payable to Pendragon's existing shareholders 49% to 24.5 pence per share. Existing Pendragon shareholders will continue to retain approximately 83.3% ownership in Pinewood Tech and a share in a valuable joint venture to expand Pinewood's software into the North American market.

Additionally, Lithia has obtained preliminary commitments from multiple major automotive retailers to contract and roll out the Pinewood dealer management systems ("DMS") to their locations, representing approximately 7,500 users, contingent on the successful completion of the Lithia transaction. These preliminary commitments would only occur with Pinewood Technologies transforming, into a London Stock Exchange listed, pure-play, independent software business. The potential addition of these UK users, with Lithia's already committed 2,500 users in the UK, represents over 30% growth from Pinewood's current user base of approximately 31,700 as of December 2022 and nearly half of Pinewood's FY27 target.

The improved terms and preliminary commitments from Lithia demonstrate support for the transformation of Pinewood Technologies into a standalone business and unlocking significant future potential.

Bryan DeBoer, Lithia & Driveway President & CEO, said:
"Our transaction provides considerable value and certainty for Pendragon shareholders while unlocking Pinewood's ability and massive potential as a standalone, pure-play SaaS business. We have a pathway to reach completion quickly, proven experience in successfully integrating businesses and great growth opportunities for the Pendragon employees. We are very excited about the strength of our strategic partnership and expanding the Pinewood business not just in the UK but around the world."

The acquisition is planned to be financed using Lithia's existing on-balance sheet capacity once approved by Pendragon shareholders. The revised terms of the transaction continue to represent an opportunity for Lithia to further expand and diversify its business and deliver a key strategic component to achieve its previously stated growth plans.

About Lithia & Driveway (LAD)
Lithia & Driveway (NYSE: LAD) is one of the largest global automotive retailers providing a wide array of products and services throughout the vehicle ownership lifecycle. Convenient and hassle-free experiences are offered through our comprehensive network of physical locations, ecommerce platforms, captive finance solutions and other synergistic adjacencies. We deliver consistent, low-risk, and profitable growth in a massive and unsolicited industry. Our highly diversified and competitively differentiated design provides us the flexibility and scale to pursue our vision to modernize personal transportation solutions wherever, whenever, and however consumers desire.

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SOURCE Lithia Motors, Inc.