incadea is the leading provider of enterprise software solutions and services to the global automotive retail and wholesale market. With a proven industry focus and expertise, incadea is the vendor of choice for car manufacturers and their dealer networks around the world.


Headquartered in Munich, Germany, and with a presence in 87 countries, incadea serves a growing community of approximately 70,000 end users across the globe, and supports more than 2,400 dealerships of market-leading car manufacturers. incadea's recognized automotive industry expertise is embedded in proprietary software which drives a suite of solutions, available in 21 languages and fully localized to the specific needs of individual markets, including:
## incadea.engine (Dealer Management System)
## incadea.myengine (The Next Generation DMS)
## incadea.cvrm (Customer and Vehicle Relationship Management)
## incadea.bi (Business Intelligence Solution)

incadea’s solutions all run on the latest Microsoft technologies to enable rapid and cost effective global deployment.

The Company's solutions enable customers to respond to the major changes and competitive challenges faced by today’s global automotive industry with benefits delivered in areas such as:
## Achieving strategic and operational goals
## Responding to changing industry trends and requirements
## Improving performance and increasing productivity
## Streamlining day to day operations
## Reducing costs and maximizing profitability
## Improving customer satisfaction
## Reducing risk
## Optimizing IT spending
## Gaining immediate access to enterprise information


Automotive Industry Expertise　

Deep automotive expertise is one of incadea’s core competitive differentiators and is the result of long term relationships with major car manufacturers such as BMW Group, VW Group, and OPEL. Over the last 10 years, incadea has successfully supported all key business processes in the automotive industry and provided tools to drive efficiency and effectiveness. incadea solutions are the result of continuous investment and development, incorporating valuable feedback from customers and partners around the world.Learn more about our industry expertise.


Global Presence and Partners Network

incadea is committed to delivering global solutions that meet local needs.In order to achieve this, the company has built a global presence through incadea offices in Europe, Russia, Asia and a network of selected partners committed to providing excellent customer service and local market expertise. Click here to explore our Global Network.


http://incadea.com/pages/en.php

Admission to AIM and First Day of Trading

25/05/2012 -

Incadea shares rise on US takeover talks

By Andrew Neil

December 04 2014, 3:37pm
Incadea shares rise on US takeover talks

Car dealership software company Incadea (LON:INCA) looks set to be snapped up by US rival DealerTrack Technologies.

Takeover talks are underway between the pair, Incadea confirmed today, with Nasdaq-listed DealerTrack required to put in a bid by January 1st 2015.

The news sent Incadea shares 13% higher to 135p which puts a £86mln price tag on the firm.

Founded in 2000 in Germany, Incadea debuted on the AIM market in 2012 following a £17mln IPO.

It describes itself as a provider of enterprise software solutions and services to the global automotive retail and wholesale market.

The group’s products include dealer management, business intelligence and customer and vehicle relationship management systems.

It sells to a number of leading brands, including BMW and Volkswagen.

DealerTrack operates in the same field but is much larger and has a market capitalisation of US$2.7bn.

Incadea has been expanding into emerging markets and announced a US$20mln deal with Bosch China last month.

The firm is now present in 87 countries, serving a growing community of 67,000 end users, across 2,400 dealerships. Earnings before tax in 2013 totalled €7.7mln.

Statement re Potential Offer

RNS


RNS Number : 8901Y

Incadea PLC

04 December 2014






NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This is an announcement falling under Rule 2.4 of the Takeover Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.



04 December 2014



incadea plc

("incadea" or the "Company")



Statement re Potential Offer

incadea plc confirms that it is in discussions with Dealertrack Technologies, Inc. ("Dealertrack") regarding a possible acquisition of the entire issued and to be issued share capital of incadea.



The making of any offer will be subject to various pre-conditions, including due diligence, and there can be no certainty that an offer will ultimately be forthcoming or the terms on which any offer might be made for the Company.



Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code") requires Dealertrack by not later than 5.00 p.m. on 1 January 2015 (the "relevant deadline"), either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The relevant deadline will only be extended with the consent of The Takeover Panel in accordance with Rule 2.6(c) of the Code.



Pursuant to Rule 2.10 of the Code the Company confirms that there are 62,303,158. ordinary shares of 1p in issue with International Securities Identification Number JE00B3Q0J740 .





A further announcement will be made as appropriate.

A summary is set out below of the dealing disclosure requirements under the Takeover Code, which require action by holders of 1 per cent. or more of the Company's issued share capital.

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on the Company's website (http://www.straight.co.uk/investors/stock-exchange-announcements/).

The Directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of the Company (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to impact the import of this announcement.

Amendment re. Statement re Potential Offer

RNS


RNS Number : 3078Z

Incadea PLC

10 December 2014






The following amendment has been made to the 'Statement re Potential Offer' announcement released on 4 December 2014 at 6.29 pm under RNS No. 9195Y



The number of ordinary shares in issue has been amended to 62,356,759.



All other details remain unchanged.



The full amended text is shown below.



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This is an announcement falling under Rule 2.4 of the Takeover Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.



04 December 2014



incadea plc

("incadea" or the "Company")



Statement re Potential Offer

incadea plc confirms that it is in discussions with Dealertrack Technologies, Inc. ("Dealertrack") regarding a possible acquisition of the entire issued and to be issued share capital of incadea.



The making of any offer will be subject to various pre-conditions, including due diligence, and there can be no certainty that an offer will ultimately be forthcoming or on the terms on which any offer might be made for the Company.



Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code") requires Dealertrack by not later than 5.00 p.m. on 1 January 2015 (the "relevant deadline"), either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The relevant deadline will only be extended with the consent of The Takeover Panel in accordance with Rule 2.6(c) of the Code.



Pursuant to Rule 2.10 of the Code the Company confirms that there are 62,356,759. ordinary shares of 1p in issue with International Securities Identification Number JE00B3Q0J740 .





A further announcement will be made as appropriate.

A summary is set out below of the dealing disclosure requirements under the Takeover Code, which require action by holders of 1 per cent. or more of the Company's issued share capital.

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on the Company's website (www.incadea.com).

The Directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of the Company (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to impact the import of this announcement.

Recommended Cash Offer for incadea plc

RNS


RNS Number : 1205A

Dealertrack Technologies

18 December 2014






NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES AND ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION



18 December 2014

For immediate release

RECOMMENDED CASH OFFER

FOR

INCADEA PLC ("incadea" or the "Company")

BY

DEALERTRACK TECHNOLOGIES, INC. ("Dealertrack")

· The Boards of incadea and Dealertrack are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Dealertrack for the entire issued and to be issued share capital of incadea (the "Offer").

· Under the terms of the Offer, incadea Shareholders who accept the offer will be entitled to receive 190 pence in cash for each incadea Share.

· The consideration for the Offer represents, on a fully diluted basis, a value of approximately £121.6 million in aggregate, and the Offer Price represents a premium of approximately:

- 59.7 per cent. to the Closing Price of 119.0 pence per incadea Share on 3 December 2014, being the last Business Day prior to the announcement that incadea and Dealertrack were in discussions regarding a possible offer;

- 74.6 per cent. to the volume-weighted average Closing Price of 108.8 pence per incadea Share for the 30 days ended 3 December 2014, being the last Business Day prior to the announcement that incadea and Dealertrack were in discussions regarding a possible offer; and

- 37.2 per cent. to the Closing Price of 138.5 pence per incadea Share on 17 December 2014, being the last Business Day prior to this announcement.

· The Board of incadea, which has been so advised by Cenkos, considers the terms of the Offer to be fair and reasonable. In providing advice to the incadea Directors, Cenkos has taken into account the commercial assessments of the incadea Directors. Accordingly, the incadea Directors intend unanimously to recommend that incadea Shareholders accept the Offer, as the incadea Directors who hold incadea Shares have irrevocably undertaken to do in respect of their own holdings of incadea Shares (further details of these irrevocable undertakings are contained below).

· Dealertrack has received irrevocable undertakings to accept the Offer (as more particularly described in paragraph 6 and Appendix III of the attached announcement), from:

- Danbury Enterprises Limited, Kikero Enterprises Limited, Treadstone Holdings Limited and Delanglade Holdings Limited, companies controlled by non-executive incadea Director Nikolaos Vardinoyannis and certain of his close relatives, in respect of their entire beneficial holdings of incadea Shares (amounting to, in aggregate, 31,563,811 incadea Shares, representing approximately 50.62 per cent. of the existing issued share capital of incadea);

- Portage Services Limited, a company controlled by Anastasios Papargiris, in respect of 3,274,509 incadea Shares, representing approximately 5.25 per cent. of the existing issued share capital of incadea; and

- David Cotterell, Philip Lawler and Pantelis Papageorgiou, being the incadea Directors (other than Nikolaos Vardinoyannis) who hold interests in incadea Shares, in respect of their entire holdings of 156,963 incadea Shares, in aggregate representing approximately 0.25 per cent. of the existing issued share capital of incadea.

- The irrevocable undertakings given to Dealertrack by the persons set out above, will remain in full force and effect in the event of a competing offer for incadea.

· In total, therefore, incadea has received irrevocable undertakings to accept the Offer in respect of 34,995,283 incadea Shares, representing approximately 56.1 per cent. of the existing issued share capital of incadea.

· The Board of Dealertrack believes that the Offer has a clear and compelling strategic and financial rationale. Dealertrack, which has a strong track record of acquiring and integrating companies, believes incadea represents an excellent opportunity for Dealertrack to:

- create a global footprint with a strong base of installed international customers in Europe, Asia and Latin America;

- further develop strong, international relationships and cross-selling opportunities with key OEMs;

- expand Dealertrack's total addressable market (which is expected to increase by approximately $4.0 billion for DMS alone); and

- offer Dealertrack's existing product portfolio into incadea's customer base over the medium term.

· It is intended that the Offer is to be effected by means of a takeover offer within the meaning of Article 116 of the Companies Law. Dealertrack reserves the right to effect the Offer by way of a Scheme under certain circumstances. The Offer Document, containing further information about the Offer, together with the Form of Acceptance, will be posted to incadea Shareholders and (for information purposes only) participants in the incadea Share Scheme shortly and, in any event, within 28 days of this announcement.

· The Offer is conditional, inter alia, upon valid acceptances being received (and not, where permitted, withdrawn) 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 (or such later times and/or dates as Dealertrack may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 75 per cent. (or such lower percentage as Dealertrack may decide in its absolute discretion) in nominal value of the incadea Shares which carry voting rights to which the Offer relates, as further detailed in paragraph 1 of Appendix I. The Offer will also be subject, inter alia, to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I to this announcement and in the Offer Document and, in respect of incadea Shares held in certificated form, the Form of Acceptance.

Commenting on the Offer, Mark F. O'Neil, Chairman and Chief Executive Officer of Dealertrack, said:

"The acquisition of incadea is an exciting development for Dealertrack. It represents a great opportunity to grow our business internationally while developing relationships with key international OEMs and other global clients. We are delighted to welcome incadea's excellent management team led by Patrick Katenkamp to Dealertrack and we look forward to working together to capitalise on the many growth opportunities for the combined company."

Commenting on the Offer, Philip Lawler, Chairman of incadea, said:

"Following our assessment of strategic alternatives, the Board believes that the Offer from Dealertrack represents a very good result for incadea Shareholders that reflects the value created by the executive management team since its initial public offering in May 2012. The offer premium of approximately 60 per cent. to the Closing Price of 119 pence per incadea Share on 3 December 2014, being the last Business Day prior to the date of the announcement that incadea and Dealertrack were in discussions, is an excellent return for the shareholders of incadea.

The Board would like to pay tribute to the management team and employees of incadea whose hard work and dedication has created a business of considerable value. We are confident that incadea will add value to the growth plan of the enlarged enterprise."

This summary should be read in conjunction with the accompanying full text of this announcement and the appendices to it which set out further details of the Offer and which form an integral part of this announcement. The Offer will be subject to the Conditions set out in Appendix I to the attached announcement, the full conditions and further terms which will be set out in the Offer Document being issued shortly and, in respect of incadea Shares held in certificated form, the Form of Acceptance. Any response in respect of the Offer or other response in relation to the Offer should be made only on the basis of the information contained in the forthcoming Offer Document.

Appendix II to the attached announcement contains further details of the sources of information and bases of certain financial information used in the announcement. Appendix III to the attached announcement contains further details of the irrevocable undertakings received by Dealertrack. Appendix IV to the attached announcement contains the definitions of certain expressions used in the attached announcement.

Incadea recommends 122m takeover bid from Dealertrack Technologies

Thu, 18 December 2014


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Incadea recommends 122m takeover bid from Dealertrack Technologies



Automotive retail and wholesale industry software supplier Incadea has received a £121.6m takeover bid from North American group Dealertrack Technologies.
Incadea shareholders will receive 190p per share from Dealertrack under the terms of the acquisition, which has been recommended by Incadea.

Dealertrack said the acquisition would allow it to develop a global presence with a strong base of international customers in Europe, Asia and Latin America.

It said the move would also enable it to further develop strong, international relationships and cross-selling opportunities with key vehicle manufacturers and expand its total addressable market.

Dealertrack also plans to offer its products to Incadea's customers over the medium term.

Incadea chairman Phillip Lawler said:"Following our assessment of strategic alternatives, the board believes the offer from Dealertrack represents a very good result for Incadea shareholders."

Shares in Incadea soared 44p or nearly 32% to 182.5p at 09:13 in London.

incadea to delist from AIM
StockMarketWire.com
incadea has applied for its shares to be delisted on AIM following the offer from Dealertrack Technologies having been declared unconditional.

It is expected that the cancellation will occur on 10 February.

Dealertrack now holds or has received valid acceptances in respect of 61,192,228 incadea shares - 98.13% of the total.