Pinewood.AI stockholders to receive £4.48 per share, with option to roll equity into private company

LONDON: Private equity firm Ridgeview Partners LLC has agreed to acquire Pinewood Technologies Group PLC (Pinewood.AI) in a recommended cash deal valuing the automotive software provider at approximately £545 million, the companies announced Wednesday.

U.K. Piston Bidco Ltd., a newly formed company indirectly owned by entities administered by Ridgeview, will acquire all outstanding ordinary shares of Pinewood.AI for £4.48 per share in cash. The offer represents a 43% premium to the company’s closing price of 314 pence on July 23, 2026, the last trading day before the offer period began.

The acquisition will be implemented through a court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act 2006.

“Ridgeview has long admired Pinewood.AI and recognizes the achievements of its management team in guiding the company to the forefront of technology innovation,” the firms said in a joint statement.

Pinewood.AI, a cloud-based technology provider to automotive retailers and original equipment manufacturers, benefits from high recurring revenue and long-standing OEM partnerships, according to the announcement. The company’s platform provides dealership management software and security solutions to the automotive industry.

Following completion, Ridgeview plans to work with Pinewood.AI’s management team, led by CEO Bill Berman, to accelerate growth, particularly in data and artificial intelligence-driven innovation. The private equity firm believes private market ownership will provide greater flexibility and operational focus than the public markets.

Rollover Alternative Offered

Pinewood.AI shareholders may elect to receive unlisted limited liability company interests in U.K. Piston Rollover LLC — referred to as Rollover Units — instead of cash. The alternative is capped at a value of £250 million, representing approximately 57% of Bidco’s total equity capital.

Eligible shareholders who choose the rollover option must elect for at least the minimum percentage of their holdings, subject to pro-rata scaling back if oversubscribed. Any balance not satisfied through rollover units will be paid in cash at the £4.48 per share price.

The Rollover Units will not be listed and will have limited transferability. Pinewood.AI’s board is not making a recommendation on whether shareholders should elect for the rollover alternative, citing varying individual circumstances including tax positions, investment horizons and appetite for illiquid private equity.

“Whether the Rollover Alternative is suitable for any particular Pinewood.AI shareholder will depend on their own individual circumstances,” the board stated, recommending that shareholders seek independent financial, tax and legal advice.

Board Recommendation and Shareholder Support

The Pinewood.AI board, advised by Jefferies on the financial terms of the cash offer, intends to unanimously recommend shareholders vote in favor of the scheme. Jefferies is providing independent financial advice for the purposes of Rule 3 of the U.K. Takeover Code.

Directors have provided irrevocable undertakings to vote their beneficial holdings totaling 193,965 shares, representing approximately 0.17% of the issued share capital.

Bidco has secured additional support, receiving irrevocable undertakings from major shareholders including Lithia, Newtyn, Working Capital, Hosking, Tarek Kabrit and Andrew Kabrit representing 52,013,108 shares, or approximately 45.19% of the company. A letter of intent from Feoh Investments UK LLP covers another 4,014,640 shares, representing 3.49%.

Total committed support, including undertakings and the letter of intent, represents approximately 48.68% of Pinewood.AI’s issued share capital.

Management Participation

Berman, Chief Financial Officer Christopher Holzshu and Director Dietmar Exler have undertaken to elect for the rollover alternative for their beneficial holdings. Directors Oliver Mann and Jemima Bird have indicated their intention to do the same, subject to terms and conditions.

Outstanding awards under Pinewood.AI share plans are expected to vest upon court sanction of the scheme.

Transaction Timeline and Conditions

The scheme requires approval from shareholders representing at least 75% in value of votes cast at a court meeting, as well as the requisite majority at a general meeting. The acquisition also requires court sanction and registration of the court order with the Registrar of Companies.

The scheme document containing full details is expected to be sent to shareholders within 28 days, with the transaction anticipated to become effective in the second half of 2026, subject to satisfaction or waiver of all conditions.

San Francisco-based Ridgeview is a growth-oriented technology private equity firm focused on investments in companies with strong fundamentals and operational expertise.

Ian Filby, Chairman of Pinewood.AI, said: “The original transaction that established Pinewood.AI as an independent company was founded on the Board’s conviction that there was significant latent value within the business waiting to be realised. Since then, management and the wider Pinewood.AI team have delivered exceptional progress, transforming the Company and creating substantial value for all stakeholders.

The Board recognises that the next stage of Pinewood.AI’s growth requires a step change in technology investment and capital expenditure, particularly in data and product innovation. The proposed transaction provides Pinewood.AI with the support of a well-capitalised and strategically aligned partner in RVP, while offering shareholders the ability to realise their investment in cash at a material premium to the current share price together with an opportunity to participate in the future growth and value creation of the business through the Rollover Alternative. Having carefully evaluated the proposed transaction and its terms, the Board believes it represents the best path forward for both the Company and its shareholders and intends to recommend unanimously that shareholders vote in favour of the transaction.”

Bill Berman, CEO of Pinewood.AI, said: “I am extremely proud of everything we have achieved since Pinewood.AI became a standalone technology business in 2024. We have created a strong platform for future growth and we are confident in the significant global opportunities ahead, particularly in North America.

Realising the full potential of the business now requires continued investment, innovation and execution at scale, and we know that Ridgeview is the right partner to support us through this next exciting chapter.”

Hilton Romanski, Co-Founder of Ridgeview, said: “Pinewood.AI is a proven innovator and domain expert that has built a leading platform with unique technology that is well-positioned to expand into new and attractive markets. We are confident that with Ridgeview’s backing, the team will be better positioned to realise Pinewood.AI’s full potential.”

Michael Hulslander, Co-Founder of Ridgeview, said: “Pinewood.AI has built a powerful, modern, end-to-end and AI-first platform that provides operators with the tools needed for the next-generation dealership. Our goal is to partner with Bill and his team on their mission to help customers modernise their businesses.”