RECOMMENDED CASH OFFER FOR INCADEA PLC BY DEALERTRACK TECHNOLOGIES, INC.

18/12/2014


incadea plc (LSE-AIM: INCA), a leading provider of enterprise software and services to the global automotive dealership industry, is pleased to announce that incadea and Dealertrack Technologies (Nasdaq: TRAK) have reached agreement on the terms of a recommended cash offer by Dealertrack for the entire issued and to be issued share capital of incadea (the “Offer”). The board of directors of incadea has unanimously recommended Dealertrack’s cash offer.

  • Under the terms of the Offer, incadea Shareholders who accept the offer will be entitled to receive 190 pence in cash for each incadea Share.
  • The consideration for the Offer represents, on a fully diluted basis, a value of approximately £121.6 million in aggregate, and the Offer Price represents a premium of approximately:
  • 59.7 per cent. to the Closing Price of 119.0 pence per incadea Share on 3 December 2014, being the last Business Day prior to the announcement that incadea and Dealertrack were in discussions regarding a possible offer;
  • 74.6 per cent. to the volume-weighted average Closing Price of 108.8 pence per incadea Share for the 30 days ended 3 December 2014, being the last Business Day prior to the announcement that incadea and Dealertrack were in discussions regarding a possible offer; and
  • 37.2 per cent. to the Closing Price of 138.5pence per incadea Share on 17December 2014, being the last Business Day prior to this announcement.

The full announcement, issued in accordance with Rule 2.7 of the UK Takeover Code, can be found on our website, www.incadea.com

The transaction is subject to a number of conditions as set forth in the announcement released today in accordance with Rule 2.7 of the UK Takeover Code. The deal is expected to close in the first quarter of 2015.

The Board of Dealertrack believes that the Offer has a clear and compelling strategic and financial rational Dealertrack, which has a strong track record of acquiring and integrating companies, believes incadea represents an excellent opportunity for Dealertrack to:

  • create a global footprint with a strong base of installed international customers in Europe, Asia and Latin America;
  • further develop strong, international relationships and cross-selling opportunities with key OEMs; and
  • Expand Dealertrack’s total addressable market.

Commenting on the Offer, Mark F. O’Neil, Chairman and Chief Executive Officer of Dealertrack, said: “The acquisition of incadea is an exciting development for Dealertrack. It represents a great opportunity to grow our business internationally while developing relationships with key international OEMs and other global clients. We are delighted to welcome incadea’s excellent management team led by Patrick Katenkamp to Dealertrack and we look forward to working together to capitalise on the many growth opportunities for the combined company.”

Commenting on the Offer, Phillip Lawler, Chairman of incadea, said: “The Board would like to pay tribute to the management team and employees of incadea whose hard work and dedication has created a business of considerable value. We are confident that incadea will add value to the growth plan of the enlarged enterprise.”
“Dealertrack has been a leader in delivering software solutions to the automotive retail market in the U.S. and Canada, helping to transform the online car shopping and in-store experience for both the dealer and consumer,” said O’Neil. “The addition of incadea advances our international growth strategy and helps strengthen our competitive offering to global manufacturers. We look forward to partnering with manufacturers and dealers around the globe to help them achieve their goals of delivering a better automotive retailing experience in high-growth markets.”

incadea’s chief executive officer Patrick Katenkamp will continue to lead the business for Dealertrack post closing. He brings more than 16 years of experience in the automotive sector, strategy development and implementation of global projects in large organizations.

“We are very excited to be joining Dealertrack and believe this transaction will enable customers worldwide to achieve high performance through a broadened solutions portfolio,” said Katenkamp. “Through our combined geographical presence, we are well positioned to lead the market in both competitive offerings and reach. Furthermore, we are confident that our employees will have greater opportunities for further development; our team has a great deal of excitement about the mission ahead.”

incadea’s team of 500 team members brings together automotive retailing industry expertise and proprietary cloud-based technology to drive a suite of solutions that include dealer management, business intelligence, and customer and vehicle relationship management. Since its foundation in 2000, incadea has achieved a long term strategic relationship with Microsoft and as a result the entire product suite is based on Microsoft’s latest technology.It has a network of worldwide certified channel partners, and its range of customers include more than 50 OEMs, including BMW, Toyota, Volkswagen, Peugeot/Citroën, Ford,BoschScania and Mercedes-Benz. Incadea serves a growing community of approximately 80,000 worldwide end users in more than 3,500 dealerships, across 87 geographical markets.

About incadea (www.incadea.com)
incadea (LSE AIM: INCA) is a leading international provider of software solutions and services to the global automotive retail and wholesale market. Incadea addresses the needs of this industry by offering global solutions with state-of-the-art innovation and local execution capabilities. Products include dealer management, business intelligence, and customer and vehicle relationship management solutions. These are used by multinational car manufacturers, Original Equipment Manufacturers (“OEMs”) and their dealership networks. Through continuing global expansion, incadea serves more than 80,000 end users in more than 3,500 dealerships in 87 countries across the globe.

Headquartered in Germany, incadea has offices in Austria, Greece, Spain, Portugal, Russia, China, Japan, India, Taiwan, Mexico, New Zealand. The Group has a network of worldwide certified channel partners, and its range of blue chip customers include over 50 OEMs such as BMW, Toyota, Volkswagen, Peugeot/Citroën, Ford, Scania and Mercedes-Benz. For more information, please visit www.incadea.com.

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, OEMs, 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.

Safe Harbor for Forward-Looking and Cautionary Statements
Statements in this press release regarding the benefits of Dealertrack's solutions, the expected benefits of the transaction with incadea, the expected timing of the transaction, 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 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 possibility that expected benefits of the acquisition of incadea may not materialize as expected; that the condition to the offer are not satisfied; that the acquisition may not be timely completed, if at all; that Dealertrack and its subsidiaries may not be able to successfully integrate the operations of incadea, realize synergies from the acquisition, or ensure the continued performance or growth of incadea; the performance and acceptance of the Dealertrack 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’s website at www.dealertrack.com and the SEC's website www.sec.gov. Forward-looking statements included herein speak only as of the date hereof and Dealertrack 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.

Disclosure requirements of the United Kingdom City Code on Takeovers and Mergers (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offer or (being any offer or other than an offer or 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 1% 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 pm (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 offer or 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.

Additional U.S.-Related Information
This document is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Dealertrack or incadea. Dealertrack and incadea shareholders should read any filings made by Dealertrack in connection with the transaction, as they will contain important information. Those documents, if and when filed, as well as Dealertrack's other public filings with the SEC, may be obtained without charge at the SEC's website at www.sec.gov and at Dealertrack's website at www.dealertrack.com.

Contacts:
Dealertrack Technologies, Inc.
Investor Relations
Paul Rybecky
(516) 734-3796
paul.rybecky@dealertrack.com

Contacts
Name : Alison von Puschendorf
Email : Alison.vonpuschendorf@dealertrack.com
Phone:
Name : Patrick Katenkamp (Chief Executive Officer)
Email :
Phone: +49 89 69 33 80
Name : Elizabeth Bowman Mark Connelly
Email :
Phone: +44 (0) 20 7397 8900
Name : John Coles, Adam Lloyd, Edward Treadwell
Email :
Phone: +44 (0) 20 7653 9850

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