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Dealertrack to Acquire DMS Provider incadea plc

December 18, 2014

LAKE SUCCESS, N.Y. — Dealertrack Technologies has announced a cash offer to acquire incadea plc, a provider of DMS software.

Under the terms of the transaction, Dealertrack will make a cash offer for the entire issued and to be issued share capital of incadea. The Board of incadea has unanimously recommended that the shareholders accept the Dealertrack offer.

incadea shareholders who accept the offer will be entitled to receive 190 pence cash for each incadea share held. The expected total consideration to be paid to acquire all shares of incadea will be approximately £121.6 million or $190.3 million. Dealertrack expects to finance the transaction through cash on hand and in cash already drawn down from its existing credit facility.

Dealertrack has received irrevocable undertakings from incadea shareholders holding approximately 56% of the outstanding incadea shares to accept the recommended cash offer. 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 acquisition of incadea will significantly enhance the total addressable market for Dealertrack, officials said. incadea has significant momentum in capturing new DMS agreements and its range of customers include BMW, Toyota, Volkswagen, Peugeot/Citroën, Ford, Bosch, Scania and Mercedes-Benz. 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.

“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 Mark O’Neil, chairman and chief executive officer, Dealertrack. “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.”

In connection with the transaction, Evercore acted as financial advisor and O'Melveny & Myers LLP provided legal advice to Dealertrack. Sonenshine Partners LLC & Cenkos Securities PLC acted as financial advisors and Stephenson Harwood LLP & Heuking Kühn Lüer Wojtek provided legal advice to incadea.

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