Ridgeview Partners has reached an agreement with the board of Pinewood Technologies Group plc (Pinewood.AI) on a recommended acquisition valued at approximately £545 million. The agreement turns Ridgeview’s previously proposed takeover into a firm transaction after a July report said Ridgeview had offered £4.48 per share for Pinewood.AI at the same £545 million valuation.
The acquisition will be made through U.K. Piston Bidco Limited, a newly formed company indirectly owned by entities administered by Ridgeview. Under the agreed terms, Pinewood.AI shareholders will be entitled to receive £4.48 in cash for each share.
The offer values Pinewood.AI’s entire issued and to be issued ordinary share capital at approximately £545 million on a fully diluted basis.
Ridgeview plans to work with Pinewood.AI’s management team and employees, led by CEO Bill Berman, to support the company’s next phase of growth. A major component of that strategy will be increased technology investment, particularly around data and AI-driven innovation.
Ridgeview believes private ownership can give Pinewood.AI greater flexibility to make the level of long-term investment required to execute that strategy. The private equity firm plans to provide additional capital, technology industry expertise and operational resources.
Pinewood.AI provides a cloud-based, AI-first technology platform for automotive retailers and original equipment manufacturers. Its software supports functions including vehicle sales, aftersales, accounting and customer relationship management.
The company serves users across more than 36 countries and maintains relationships with more than 50 OEM brands.
North America is expected to be a particularly important part of the company’s next growth phase. Ridgeview intends to support the continued expansion of Pinewood.AI’s cloud-native software platform across the region while also accelerating growth in the company’s home U.K. market and other international markets.
The transaction also reinforces Pinewood.AI’s strategy of increasing the role of AI and data across dealership operations. Ridgeview sees the company’s end-to-end platform as well positioned to help automotive retailers modernize technology infrastructure and operations.
Lithia & Driveway, Pinewood.AI’s largest shareholder and customer, also expressed support for the transaction. The automotive retailer intends to maintain its strategic alignment with Pinewood.AI and continue building its technology operations around the platform.
Eligible Pinewood.AI shareholders will also have an alternative to receiving cash. Under the Rollover Alternative, qualifying investors may elect to exchange some or all of their Pinewood.AI shares for unlisted limited liability company interests in U.K. Piston Rollover LLC, subject to specified minimum and maximum thresholds.
The structure gives eligible shareholders an opportunity to retain exposure to Pinewood.AI and participate in the company’s potential future growth under Ridgeview’s ownership.
The acquisition remains subject to approval by Pinewood.AI shareholders, customary regulatory clearances and other closing conditions.
Ridgeview and Pinewood.AI intend to implement the transaction through a Court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act. Completion is expected by December 22, 2026.
RBC Capital Markets is serving as lead financial advisor to Bidco and Ridgeview, while Jefferies International is serving as lead financial advisor and corporate broker to Pinewood.AI.
Sidley Austin is serving as legal advisor to Bidco and Ridgeview, while Cameron McKenna Nabarro Olswang is advising Pinewood.AI.
KEY QUOTES:
“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 modernize their businesses.”
Michael Hulslander, Co-Founder And Managing Partner Of Ridgeview Partners
“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 realize Pinewood.AI’s full potential.”
Hilton Romanski, Co-Founder And Managing Partner Of Ridgeview Partners
“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.”
“Realizing 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.”
Bill Berman, CEO Of Pinewood.AI
“We are pleased that Ridgeview intends to acquire Pinewood.AI. Our strategic alignment with the business remains unchanged. We are focused on building an even stronger technology future on the Pinewood.AI platform. Ridgeview arrives with the conviction to accelerate what Pinewood.AI has built and we expect the transaction to generate meaningful value for Pinewood.AI’s customers and stakeholders in the years ahead.”
Bryan DeBoer, President And CEO Of Lithia & Driveway
