Dealertrack Technologies (Nasdaq: TRAK) today announced that the
acceptance conditions have been satisfied and all other conditions
to the December 18, 2014, cash offer for the entire issued and to
be issued share capital of incadea plc (LSE AIM: INCA) have been
satisfied or waived. Accordingly, the offer is unconditional in all
respects.
With control of more than 98% of the issued share capital of
incadea, Dealertrack intends to commence the cancellation of
trading of incadea’s shares on the AIM Market of the London Stock
Exchange and to initiate procedures to compulsorily acquire the
remaining incadea shares that were not tendered into the offer.
Following such cancellation, Dealertrack also intends to procure
that incadea re-register from a public limited company to a private
limited company.
The offer for acceptance will remain open to those incadea
shareholders who have not accepted until further notice. At least
14 days notice will be given prior to closing the offer.
The acquisition significantly enhances the total addressable
market opportunity for Dealertrack. Automobile manufacturers are
increasingly looking for one stop global technology partners and
incadea positions Dealertrack competitively to grow the existing
global customer base and capture new market share opportunities.
incadea has significant momentum in capturing new agreements and
its range of customers include BMW, Toyota, Volkswagen,
Peugeot/Citroën, Ford, Bosch, Scania and Mercedes-Benz.
“Now that incadea has joined Dealertrack, we can start our
journey to bring our combined vision of transforming automotive
retailing to the broader international market,” said Mark O’Neil,
chairman and chief executive officer, Dealertrack. “The combined
global company now services automotive retailers in over 85
countries, making Dealertrack one of the leading providers of
innovative technology solutions to the global industry.”
Details of the financial impact of the acquisition will be
discussed as part of Dealertrack’s fourth-quarter earnings call in
late February.
About Dealertrack Technologies
(www.dealertrack.com)
Dealertrack Technologies’ intuitive and high-value web-based
software solutions and services enhance efficiency and
profitability for all major segments of the automotive retail
industry, including dealers, lenders, vehicle manufacturers,
third-party retailers, agents and aftermarket providers. In
addition to the industry’s largest online credit application
network, connecting more than 20,000 dealers with more than 1,500
lenders, Dealertrack Technologies delivers the industry’s most
comprehensive solution set for automotive retailers, including
Dealer Management System (DMS),
Inventory, Sales and F&I, Digital Marketing and Registration
and Titling solutions.
About incadea plc (www.incadea.com)
incadea's team of more than 500 employees brings together
automotive retailing industry expertise and proprietary technology
to drive a suite of solutions that include dealer management,
business intelligence, and customer and vehicle relationship
management. The company's product suite is based on Microsoft, with
whom it has a long-term strategic relationship. incadea's network
of worldwide certified channel partners serves a growing community
of more than 75,000 worldwide end users in nearly 3,500 dealerships
across more than 85 geographical markets.
Disclosures requirements of the United Kingdom City Code on
Takeover and Mergers (the “Code’)
Hard copies of the Offer Document and the Form of Acceptance are
available (during normal business hours) by writing to Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU or by calling Capita Asset Services on
0871 664 0321 from within the UK or +44 20 8639 3399 if calling
from outside the UK. Calls to the 0871 664 0321 number cost 10
pence per minute (including VAT) plus your service provider’s
network extras. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. Lines are
open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. The
helpline cannot provide advice on the merits of the Offer.
In accordance with Rule 30.4 of the City Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in any Restricted
Jurisdiction, on the websites of Dealertrack at www.dealertrack.com and incadea at www.incadea.com until the end of the Offer. For
the avoidance of doubt, the contents of the websites referred to
above are not incorporated into and do not form part of this
announcement.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the tenth business day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in one per cent or more of
any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date
of the relevant dealing. If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
Safe Harbor for Forward-Looking and Cautionary
Statements
Statements in this press release regarding the benefits of
incadea joining Dealertrack, Dealertrack’s plans to cancel trading
of incadea’s shares on AIM and to re-register incadea as a private
limited company, any conclusions or statements based thereon and
all other statements in this release other than the recitation of
historical facts are forward-looking statements (as defined in the
Private Securities Litigation Reform Act of 1995). These statements
involve a number of risks, uncertainties and other factors that
could cause actual results, performance or achievements of
Dealertrack Technologies to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements.
Factors that might cause such a difference include the
performance and acceptance of Dealertrack’s solutions, the
performance of Dealertrack's third-party partners, and other risks
listed in our reports filed with the Securities and Exchange
Commission (SEC), including our Annual Report on Form 10-K for
the year ending December 31, 2013 and our Quarterly
Reports on Form 10-Q. These filings can be found on Dealertrack
Technologies' website at www.dealertrack.com and
the SEC's website at www.sec.gov.
Forward-looking statements included herein speak only as of the
date hereof and Dealertrack Technologies disclaims any
obligation to revise or update such statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events or circumstances.
TRAK-G ###
Dealertrack TechnologiesInvestor RelationsPaul Rybecky,
516-734-3796paul.rybecky@dealertrack.comorMedia RelationsAlison von
Puschendorf, 877-327-8422Alison.vonpuschendorf@dealertrack.com
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