CMS advises Pinewood.AI on recommended £545m acquisition by Ridgeview-backed Bidco
CMS is advising Pinewood Technologies Group plc (Pinewood.AI) on its recommended acquisition by U.K. Piston Bidco Limited, a newly formed company indirectly owned by entities administered by Ridgeview Partners LLC (Ridgeview), a San Francisco-headquartered technology private equity firm.
The acquisition, which values Pinewood.AI at approximately £545m on a fully diluted basis, will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. Under the terms of the transaction, Pinewood.AI shareholders will be entitled to receive £4.48 in cash per share, representing a premium of approximately 43% to Pinewood.AI's undisturbed share price.
As an alternative to cash, eligible shareholders may also elect to receive unlisted rollover units in the acquiring group's holding structure in respect of some or all of their shareholding, subject to certain conditions and an aggregate cap of £250m.
Pinewood.AI is a leading cloud-based, full-service technology provider to automotive retailers and original equipment manufacturers (OEMs), operating across 36 countries and over 50 automotive brands. The transaction will support the next phase of Pinewood.AI's growth strategy, with a particular focus on investment in data and AI-driven innovation and the continued expansion of its platform across North America.
The Pinewood.AI Board, having been advised by Jefferies International Limited as its financial adviser, has unanimously recommended the cash offer to shareholders. Subject to the satisfaction of the relevant conditions and approvals, the transaction is expected to complete in the second half of 2026.
James Parkes, Corporate Partner at CMS UK, comments: “This acquisition marks an important milestone for Pinewood.AI and reflects the strength of the business and the progress it has made in establishing itself as a leading technology partner to automotive retailers and OEMs. It has been a pleasure to support the Board on this recommended offer and help deliver an attractive outcome for shareholders. Deals of this nature require careful navigation of commercial and regulatory considerations, and CMS has significant experience in supporting clients on complex strategic and public M&A transactions.”
The CMS team is being led by James Parkes and includes Kieran O’Brien (lead associate); Christopher Han, Jennifer Tambe, Anna Compagnoni and Aleksei Norum (Corporate); Catherine Merry, Sarah McMaster and Sanya Bhambani (Employee Incentives); Russell Hoare and Ruth Derruau (Competition); and Jacob Gilkes and Robert Sartor (Tax).
CMS advises on some of the UK's most significant public M&A transactions and regularly supports listed companies, boards and investors on complex domestic and cross-border acquisitions, takeovers and corporate restructurings.
