8:27 am, July 27, 2026
One of Pinewood.AI’s largest shareholders is preparing to vote against its proposed £545m takeover by a US private equity firm over what it claims is an ‘unprecedented’ clause in the deal, reports claim.
Harwood Capital, which owns 5.7% of the automotive software business, has objected to preferential liquidation rights included in Ridgeview Partners’ proposed acquisition, according to The Times.
Ridgeview has tabled a possible cash offer of 448p per Pinewood share through a newly formed company UK Piston Bidco.
Shareholders would be able to accept the cash offer or roll their stakes into the newly private business.
Pinewood’s board said it was minded to recommend shareholders vote in favour of the deal.
The offer represents a 43% premium versus Pinewood’s 314p closing share price on July 23.
However, The Times reports today that Ridgeview would be paid first in the event of a future sale or liquidation, while existing Pinewood investors who rolled over their shares would rank behind it.
Harwood founder Christopher Mills told the newspaper that he had ‘never encountered similar terms’ and warned that accepting them could create a damaging precedent for investors in British listed companies.
Harwood currently intends to vote against the transaction, although Mills said the investor would support the deal and retain its stake if the rollover terms were amended.
Shareholders representing around 48.71% of Pinewood’s issued share capital have submitted letters of intent supporting the proposed deal, including Lithia UK, Working Capital Partners, Feoh Investments UK, Newtyn Partners and Hosking Partners.
Lithia, which bought Pendragon’s dealership division in 2024, remains Pinewood’s largest shareholder with a stake of around 32%.
Pinewood became a standalone automotive software company following the Pendragon transaction and now provides dealership management technology to retailers.
The Birmingham-based firm reported revenue of £40.5m for the year ending December 31, 2025, up from £31.2m the previous year, while underlying pre-tax profit increased from £8.5m to £8.8m.
Pinewood chairman Ian Filby said the business would require continued investment and innovation to support its next stage of growth and described Ridgeview as a well-capitalised and strategically aligned potential owner.
A Pinewood spokesman told The Times that Harwood was entitled to make its own judgment but said the board viewed Ridgeview’s proposal as compelling and believed it offered shareholders a material premium and the option to remain invested.
Ridgeview is being advised by RBC, while Jefferies International is acting as Pinewood’s financial adviser and corporate broker.
Pinewood emerged as an independent listed technology business following the break-up of Pendragon in early 2024.
The former dealer group agreed to sell its motor retail and leasing operations to US automotive giant Lithia Motors, leaving the Pinewood dealership management software business within the existing listed company.
Pendragon subsequently changed its name to Pinewood Technologies Group and began trading under its new identity in February 2024.
Lithia acquired Pendragon’s dealership businesses, including the Evans Halshaw and Stratstone operations, while also becoming a major Pinewood shareholder and strategic customer.
The two companies initially formed a North American joint venture aimed at adapting and rolling out Pinewood’s software across Lithia’s dealerships in the US and Canada. Several large dealer groups, including Marshall, are also set to adopt Pinewood’s software in the UK.