U.K. Piston Bidco Limited, a vehicle controlled by private equity firm Ridgeview Partners LLC, has agreed to acquire Pinewood Technologies Group plc for approximately £545 million in cash, the companies said on Monday. The offer represents a 43% premium to Pinewood’s closing price of 344 pence on July 23, valuing the automotive software provider on a fully diluted basis at £4.48 per share.
Shareholders will have the option to receive unlisted limited liability company interests in U.K. Piston Rollover LLC instead of cash, subject to a maximum aggregate value of £250 million and certain conditions. The transaction will proceed via a court-sanctioned scheme of arrangement under Part 26 of the U.K.’s Companies Act 2006.
Pinewood’s board intends to unanimously recommend that shareholders vote in favor of the scheme. Jefferies International Limited, acting as Pinewood’s financial adviser and corporate broker, has advised that the cash offer’s terms are fair and reasonable. Major shareholders, including Lithia UK Holding Limited, have provided irrevocable undertakings to vote in favor, covering about 45.19% of Pinewood’s issued share capital. Including a letter of intent from Feoh Investments UK LLP, commitments total roughly 48.68% of the company’s shares.
Pinewood provides cloud-based software solutions to automotive retailers and original equipment manufacturers in 36 countries, supporting more than 50 automotive brands globally. San Francisco-based Ridgeview Partners, a technology-focused private equity firm, plans to collaborate with Pinewood’s management to accelerate growth, with a focus on increased investment in data and AI-driven innovation.
RBC Europe Limited is acting as the exclusive financial adviser to U.K. Piston Bidco and Ridgeview Partners. The scheme document is expected to be dispatched to shareholders within 28 days, with completion anticipated in the second half of 2026, subject to shareholder approval and court sanction.
