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Ridgeview Partners Announces Recommended Acquisition of Pinewood Technologies Group plcRidgeview Partners LLC ("Ridgeview"), a growth-oriented technology private equity firm, today announced that U.K. Piston Bidco Limited ("Bidco"), a newly-formed company indirectly owned by entities administered by Ridgeview, has reached an agreement with the board of directors of Pinewood Technologies Group plc ("Pinewood.AI" or the "Company"), the leading cloud-based, AI-first, full-service technology provider to automotive retailers and OEMs, on the terms of a recommended acquisition of the entire issued and to be issued share capital of Pinewood.AI (the "Acquisition"). Following completion of the Acquisition, Ridgeview plans to work with Pinewood.AI's management team and employees, led by CEO Bill Berman, to support the business in its next phase of growth, which will require a step-change in technology investment - particularly in data and AI-driven innovation - that can be enhanced through private market ownership. Ridgeview is excited about Pinewood.AI's strategic vision and will be a supportive, long-term partner to the Company, providing access to capital, extensive industry knowledge and operational expertise. This support will include plans to help accelerate Pinewood.AI's growth strategy across all of its markets, including its home market of the U.K., and the continued expansion of Pinewood.AI's cloud-native, AI-first, mission-critical software platform across North America. "Pinewood.AI has built a powerful, modern, end-to-end and AI-first platform that provides operators with the tools needed for the next-generation dealership," said Michael Hulslander, Co-Founder and Managing Partner of Ridgeview. "Our goal is to partner with Bill and his team on their mission to help customers modernize their businesses." "Pinewood.AI is a proven innovator and domain expert that has built a leading platform with unique technology that is well-positioned to expand into new and attractive markets," said Hilton Romanski, Co-Founder and Managing Partner of Ridgeview. "We are confident that with Ridgeview's backing, the team will be better positioned to realize Pinewood.AI's full potential." "I am extremely proud of everything we have achieved since Pinewood.AI became a standalone technology business in 2024. We have created a strong platform for future growth and we are confident in the significant global opportunities ahead, particularly in North America," said Bill Berman, CEO of Pinewood.AI. "Realizing the full potential of the business now requires continued investment, innovation and execution at scale, and we know that Ridgeview is the right partner to support us thrugh this next exciting chapter." "We are pleased that Ridgeview intends to acquire Pinewood.AI," said Bryan DeBoer, President & CEO of Lithia & Driveway, Pinewood.AI's largest shareholder and customer. "Our strategic alignment with the business remains unchanged. We are focused on building an even stronger technology future on the Pinewood.AI platform. Ridgeview arrives with the conviction to accelerate what Pinewood.AI has built and we expect the transaction to generate meaningful value for Pinewood.AI's customers and stakeholders in the years ahead." Acquisition Details Under the terms of the Acquisition, Pinewood.AI shareholders will be entitled to receive £4.48 in cash for each Pinewood.AI share, valuing the entire issued and to be issued ordinary shares of Pinewood.AI at approximately £545 million on a fully diluted basis. As an alternative (the "Rollover Alternative"), eligible Pinewood.AI shareholders may elect to exchange some or all of their Pinewood.AI shares for unlisted limited liability company interest in U.K. Piston Rollover LLC ("Rollover Holdco"), a Cayman Islands limited liability company administered by Ridgeview that, together with U.K. Piston Co-Invest LLC ("RVP Holdco"), indirectly owns Bidco, subject to certain minimum and maximum thresholds. Further details regarding the Rollover Alternative, which offers eligible shareholders the opportunity to participate in the future growth and value creation of the business, are set out in the Rule 2.7 announcement referred to below. The Acquisition is conditional on the approval by Pinewood.AI shareholders of the scheme of arrangement, as well as on customary regulatory approvals and other conditions. The transaction is expected to be completed by 22 December 2026. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the United Kingdom's Companies Act. This press release should be read in conjunction with the Rule 2.7 announcement available on the London Stock Exchange RNS and on Pinewood.AI's website at https://pinewood.ai and Bidco's website at https://www.ridgeview-partners.com. Advisors RBC Capital Markets is serving as lead financial advisor to Bidco and Ridgeview. Jefferies International Limited is serving as lead financial advisor and corporate broker to Pinewood.AI. Sidley Austin LLP is acting as legal advisor to Bidco and Ridgeview. Cameron McKenna Nabarro Olswang LLP is acting as legal advisor to Pinewood.AI. H/Advisors is serving as strategic communications advisor to Bidco and Ridgeview. Newcome Advisory and Headland are serving as strategic communications advisors to Pinewood.AI. About Pinewood Technologies Group plc Established in 1981, Pinewood Technologies Group plc (Pinewood.AI) is a leading cloud-based full-service technology provider to automotive retailers and OEMs. Pinewood.AI's system is a market-leading automotive intelligence platform, which has been developed collaboratively with dealers and OEMs to provide secure software across sales, aftersales, accounting and CRM. With headquarters located in the U.K. and North America, Pinewood.AI serves a global user base spanning over 36 countries and has long-standing partnerships with over 50 OEM brands. About Bidco Bidco is a private limited company incorporated under the laws of England and Wales, formed for the purposes of the Acquisition. Bidco is indirectly owned by "RVP Holdco" and "Rollover Holdco", both of which are limited liability companies incorporated in the Cayman Islands and administered by Ridgeview Partners. About Ridgeview Partners Headquartered in San Francisco, Ridgeview Partners is a growth-oriented technology private equity firm. The firm has a differentiated combination of investment and operating expertise that it leverages to help companies accelerate value creation. Ridgeview Partners prides itself on being a preferred partner to founders, management and investors.
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