CDK Global to Be Acquired by Brookfield for $54.87 Per Share in Cash
07 Abril 2022 - 6:00AM
Business Wire
CDK Global, Inc. (Nasdaq: CDK), a leading automotive retail
technology company, has entered into a definitive agreement to be
acquired by Brookfield Business Partners, together with
institutional partners (collectively “Brookfield”), for a total
enterprise value of $8.3 billion.
Under the terms of the merger agreement, Brookfield will
commence a tender offer to acquire all of the outstanding shares of
CDK. CDK shareholders will receive $54.87 per share in cash upon
completion of the transaction, which represents a 30% premium to
the unaffected closing price of CDK stock on Feb. 18, 2022, the
last full trading day prior to market speculation regarding a
potential sale of the company. The agreement was unanimously
approved by CDK’s Board of Directors, which recommends that CDK
stockholders tender their shares in the offer.
“This transaction is an exciting next step for CDK that provides
our shareholders with both certainty of value and a meaningful
premium. It also allows CDK to continue executing our long-term
strategy to connect our industry at every level and create an open
and collaborative future,” said Brian Krzanich, president and chief
executive officer, CDK Global. “In consultation with our outside
advisors, CDK’s Board of Directors carefully evaluated a range of
strategic and financial alternatives over several months and
determined that this transaction is superior to all other available
alternatives.
“Brookfield recognizes the unique value our products bring to
more than 15,000 retail locations in North America and shares our
vision of transforming the future of automotive retail. We are
excited about the opportunity to further sharpen our focus on
elevating the dealer and consumer experience when selling, buying
or owning a vehicle. I am grateful for our team’s incredible work
in providing an integrated experience —from sourcing to retail
sale, and beyond.”
As the flagship listed vehicle of Brookfield Asset Management’s
Private Equity Group, Brookfield Business Partners is focused on
owning and operating high-quality businesses that provide essential
products and services and benefit from a strong competitive
position. Brookfield Asset Management is a leading global
alternative asset manager with approximately $690 billion of assets
under management.
The closing of the tender offer will be subject to certain
conditions, including the tender of shares representing at least a
majority of the total number of CDK’s outstanding shares, the
expiration or termination of the antitrust waiting period, and
other customary conditions, after which CDK’s common stock will no
longer be listed on the Nasdaq Global Select Market. Following the
successful completion of the tender offer, Brookfield will acquire
all remaining shares not tendered in the tender offer through a
second-step merger at the same price. This transaction is expected
to close in the third quarter of 2022.
Morgan Stanley & Co. LLC is serving as exclusive financial
advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is
serving as legal advisor to CDK. Davis Polk & Wardwell LLP is
acting as legal advisor to Brookfield.
About CDK Global, Inc.
With approximately $2 billion in revenues, CDK Global (NASDAQ:
CDK) is a leading provider of retail technology and software as a
service (SaaS) solutions that help dealers and auto manufacturers
run their businesses more efficiently, drive improved profitability
and create frictionless purchasing and ownership experiences for
consumers. Today, CDK serves over 15,000 retail locations in North
America. For more information, visit cdkglobal.com.
Additional Information
The tender offer for the outstanding common stock of CDK Global,
Inc. (the “Company”) has not yet commenced. This communication does
not constitute a recommendation, an offer to purchase or a
solicitation of an offer to sell the Company’s securities. An offer
to purchase shares of the Company’s common stock will only be made
pursuant to an Offer to Purchase and related tender offer
materials. At the time the tender offer is commenced, Central
Merger Sub Inc., a subsidiary of Brookfield Business Partners, will
file a Tender Offer Statement on Schedule TO with the Securities
and Exchange Commission (the “SEC”) and thereafter the Company will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC with respect to the tender offer. The tender offer
materials (including the Offer to Purchase, a related Letter of
Transmittal and other tender offer documents) and the
Solicitation/Recommendation Statement on Schedule 14D-9 will
contain important information. The Company’s stockholders are
urged to read these documents (including the Offer to Purchase and
related Letter of Transmittal and certain other documents), and the
Solicitation/Recommendation Statement, as may be amended from time
to time, carefully when they become available because they will
contain important information that they should consider before
making any decision regarding tendering their Shares. The
tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at
www.sec.gov. Additional copies of the documents may be obtained for
free on the Company’s website at www.cdkglobal.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements. These
forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “will,” “should,”
“could,” “potential,” or similar expressions. By their nature,
forward-looking statements involve risks and uncertainty because
they relate to events and depend on circumstances that will occur
in the future, and there are many factors that could cause actual
results and developments to differ materially from those expressed
or implied by these forward-looking statements. Forward-looking
statements include, among other things, statements about the
ability of the parties to complete the proposed transaction and the
expected timing of completion of the proposed transaction; as well
as any assumptions underlying any of the foregoing.
The following are some of the factors that could cause actual
future results to differ materially from those expressed in any
forward-looking statements: (i) uncertainties as to the timing of
the tender offer and the merger; (ii) the risk that the proposed
transaction may not be completed in a timely manner or at all;
(iii) uncertainties as to the percentage of the Company’s
stockholders tendering their shares of common stock in the tender
offer; (iv) the possibility that competing offers or acquisition
proposals for the Company will be made; (v) the possibility that
any or all of the various conditions to the consummation of the
tender offer or the merger may not be satisfied or waived,
including the failure to receive any required regulatory approvals
from any applicable governmental entities (or any conditions,
limitations or restrictions placed on such approvals); (vi) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement, including in
circumstances that would require the Company to pay a termination
fee or other expenses; (vii) the effect of this announcement or
pendency of the proposed transaction on the Company’s ability to
retain and hire key personnel, its ability to maintain
relationships with its customers, suppliers and others with whom it
does business, its business generally or its stock price; (viii)
risks related to diverting management’s attention from the
Company’s ongoing business operations; (ix) the risk that
stockholder litigation in connection with the proposed transaction
may result in significant costs of defense, indemnification and
liability; and (x) other factors as set forth from time to time in
the Company’s filings with the SEC, including its annual report on
Form 10-K for the fiscal year ended June 30, 2021 and any
subsequent quarterly reports on Form 10-Q. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof. All forward-looking statements
are based on information currently available to the Company, and
the Company expressly disclaims any intent or obligation to update,
supplement or revise publicly these forward-looking statements
except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220407005532/en/
Media Contacts: Tony Macrito 630.805.0782
Tony.Macrito@cdk.com Investor Relations Contact: Reuben
Gallegos 847.542.3254 Reuben.Gallegos@cdk.com
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