Helping Lithia & Driveway with its strategic partnership with Pinewood Technologies and its acquisition of the UK motor and fleet management divisions of Pendragon plc

Client: Lithia & Driveway

Lithia & Driveway (“Lithia”) appointed Powerscourt to help the company deliver on its planned acquisition of Pendragon plc’s (“Pendragon”) UK motor and fleet management divisions while simultaneously investing in the Group’s dealer management software division, Pinewood Technologies.

The proposed transaction was set against the backdrop of a significant consolidation within the UK automotive sector. Since 2020, UK names such as LeasePlan, MOKE International and McGavigan Holdings had been acquired by overseas companies while 2023 had already seen Lookers acquired by Alpha Auto Group Holdings in a £504m deal. As a result, media interest in the UK automotive industry was significantly elevated which, combined with ongoing concerns around foreign acquirers of UK assets, presented a potentially hostile backdrop for Lithia’s proposed investment in Pendragon. With a variety of communications challenges and threats to the sanctity of the transaction with two competing bids placed after Lithia & Driveway’s initial announcement, Powerscourt conducted significant scenario planning and implemented rigorous message discipline to ensure the merits of the transaction were effectively communicated to all stakeholders in a consistent manner. As a result – all target outcomes for media coverage on the transaction were exceeded. Extensive media coverage, particularly around the emergence of the two interlopers, was largely favourable towards Lithia with the Group’s offer seen as “unlocking value” for shareholders in the face of a recalcitrant 27.6% holder.