O’Melveny Represents Dealertrack in Cash Offer to Acquire incadea plc


Julie Fei
O’Melveny & Myers LLP

NEW YORK--DECEMBER 18, 2014 --O’Melveny & Myers LLP is representing Dealertrack Technologies, Inc. in its cash offer to acquire incadea plc, a leading provider of DMS software and services to the global automotive retail market. 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.

The O’Melveny team was led by partners Paul Scrivano (New York) and Dan Oates (London).

O’Melveny & Myers LLP
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The following press release was issued by Dealertrack:

Dealertrack Announces Cash Offer to Acquire International Automotive Retailing Software Provider incadea plc
Acquisition Positions Dealertrack for Growth in Global Automotive Retailing Market

LAKE SUCCESS, N.Y.--(BUSINESS WIRE)-- Dealertrack Technologies (Nasdaq:TRAK) today announced a cash offer to acquire incadea plc (LSE AIM:INCA), a leading provider of DMS software and services to the global automotive retail market. 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.

Under the terms of the transaction, 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 percent 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 full announcement, issued in accordance with Rule 2.7 of the UK Takeover Code, can be found on our website, www.dealertrack.com

The acquisition of incadea will significantly enhance the total addressable market for Dealertrack. Automobile manufacturers are increasingly looking for one stop global technology partners and this transaction positions Dealertrack competitively to grow the existing global customer base and capture new market share opportunities. 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.

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.

"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.

Dealertrack will host a conference call to discuss this announcement on December 18, 2014, at 8:30 a.m. Eastern Time. The conference call will be webcast live on the Internet at ir.dealertrack.com, where a supplementary presentation is also available. In addition, a live audio of the call will be accessible to the public by calling 877-303-6648 in the U.S., and 970-315-0443 internationally; no access code is necessary. Callers should dial in approximately 10 minutes before the call begins. A replay will be available on the Dealertrack website until March 18, 2015.

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.

Dealertrack Technologies
Investor Relations
Paul Rybecky, 516-734-3796
Media Relations
Alison von Puschendorf, 877-327-8422