Dealertrack Technologies, Inc. (NasdaqGS:TRAK) reached an agreement to acquire Incadea Plc (AIM:INCA) from a consortium of investors for approximately £120 million in cash on December 18, 2014. The sellers include David Cotterell, Philip Lawler, Pantelis Papageorgiou, Portage Services Limited, Kikero Enterprises Limited, Danbury Enterprises Limited, Treadstone Holdings Limited, Delanglade Holdings Limited and others. Under the terms of the offer, Incadea shareholders who accept the offer will be entitled to receive £1.9 in cash for each Incadea share. The consideration payable under the terms of the offer will be financed from Dealertrack's cash resources. It is intended that the offer will be effected by means of a takeover offer. Dealertrack reserves the right to effect the offer by way of a scheme under certain circumstances. If Dealertrack receives acceptances to acquire, 9/10ths or more in nominal value of the Incadea shares, Dealertrack intends to exercise its rights to acquire compulsorily any remaining Incadea shares to which the offer relates on the same terms as the offer.

On completion, contractual and statutory employment rights, including in relation to pensions, of all Incadea employees will be fully safeguarded. Patrick Katenkamp and Alexandros Tsaparas will step down from the Incadea Board upon completion of the offer, each of them will continue to be employed by Dealertrack Technologies immediately following completion of the offer. The offer is conditional, inter alia, upon valid acceptances being received by not later than 1.00 p.m. on the date which is 21 days after the date on which the offer document is circulated to Incadea Shareholders in respect of not less than 75 per cent.

The Board of Incadea intends unanimously to recommend the shareholders accept the offer. The offer is subject to approval by antitrust, regulatory, third party and statutory approvals. On January 12, 2015, The Board of Dealertrack announced that the acceptance condition has been satisfied and all of the other conditions to the offer have now been satisfied or waived. Accordingly, the Offer is unconditional in all respects.

The offer is expected to close in the first quarter of 2015. Edward Banks, Tiarnán O'Rourke of Evercore Partners International LLP acted as financial advisor to Dealertrack Technologies, Inc. Cyrus Deboo, Rob Cooper of Sonenshine Partners LLC acted as financial advisor to Incadea Plc. Elizabeth Bowman, Mark Connelly of Cenkos Securities plc acted as Financial Adviser, Nominated Adviser and Joint Broker to Incadea Plc. John Coles, Adam Lloyd, Edward Treadwell of Newgate Threadneedle acted as public relations advisor to Incadea Plc. Paul Scrivano of O'Melveny & Myers LLP acted as legal advisor to Dealertrack Technologies. Matthew Powell and David Connolly of Shearman & Sterling LLP acted as legal advisor for Evercore Group.