Lithia & Driveway To Form Strategic Partnership With Pinewood Technologies And Acquire Pendragon PLC's Fleet Management And UK Motor Divisions

Transaction Overview
About the Transaction
Lithia and Pendragon have signed agreements to enter a strategic partnership with Pinewood Technologies and for Lithia to acquire Pendragon's UK motor division and vehicle management division.

Investment in Innovation

• As part of the agreement, the ongoing Pendragon business, comprised of the Pinewood DMS platform, will remain listed on the London Stock Exchange under the name Pinewood Technologies plc ("Pinewood Technologies") and will become pure play software as a service (SaaS) business with its profitable Pinewood dealer management system
• Lithia's UK operations will grow their digital capabilities by adopting the Pinewood technology platform across all locations
• Additionally, Lithia and Pinewood Technologies, through a joint venture, will co-develop automotive technology solutions to capitalise on the North American market opportunity
• Lastly, Lithia will take a 16.7% ownership in the remaining Pinewood business at completion of the transaction

Diversification

• The acquisition of Pendragon Vehicle Management ("PVM") immediately adds a highly profitable fleet management services business to Lithia
• This business-to-business fleet management model will start the foundation for global growth in this adjacency
• PVM's experienced leadership team will continue leading the business with a focus on growth

Expansion

• The transaction underlines Lithia's plans to invest further in the evolving UK automotive industry, delivering omni-channel and eCommerce optionality for customers to shop wherever, whenever, and however they desire
• Pendragon's UK motor and vehicle management divisions are highly complementary to Lithia's existing UK brand and geographic footprint following the investment in Jardine Motors Group ("JMG") in March 2023 with the combined platform representing 3.6% new vehicle market share
• Post-completion the combined business will report to Neil Williamson, Lithia's UK President who has led the rapid and seamless integration of JMG since the investment in March 2023 and the addition of two BMW stores in Maidstone and Tunbridge Wells in August 2023

Bryan DeBoer, Lithia & Driveway President and CEO, said:
"The strategic partnership with Pinewood Technologies and acquisition of Pendragon's UK motor and vehicle management divisions is a massive step in delivering on our longer-term growth strategy. We are excited about the great potential in Pinewood's offering and envision our strategic partnership to further expand this SaaS business globally. Additionally, the proposed acquisition presents a highly synergistic growth opportunity with our existing UK presence with Jardine Motors Group; provides a new adjacency with PVM; and expands our brand and geographic footprint while serving to further strengthen our existing OEM relationships. This transformative transaction provides key strategic components for LAD to achieve its previously stated goal of $2.00 of EPS for every $1 Billion in revenue in the future."

Bill Berman, Chief Executive of Pendragon PLC added:
"Pendragon has built one of the UK's leading automotive retailing businesses, underpinned by a market leading dealer management system, the quality of our people, long-standing relationships with OEMs and excellent execution for customers. The Pendragon Board considers Lithia to be perfectly placed to build on this progress. The launch of Pinewood as a standalone company is a unique and exciting opportunity to create a best-in-class product for customers, which we can market globally and drive substantial value for our shareholders and in Lithia we have the perfect partner to help accelerate Pinewood's push into the hugely attractive North American DMS market."

The cash consideration for the strategic partnership with Pinewood Technologies and acquisition of the UK motor and fleet management divisions of Pendragon is approximately $350 million USD (£280 million GBP). Post-completion, Lithia would have estimated annualized revenues of over $38 billion USD. The acquisition is planned to be financed using existing on-balance sheet capacity. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Latham & Watkins LLP is serving as legal advisor to Lithia for the transaction.

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.

SOURCE Lithia Motors, Inc.

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