Auto Data Network Announces Spinoff of Its Dealer Management System Business; Company provides update on recent progress
NEW YORK & TUNBRIDGE WELLS, United Kingdom--March 30, 2005--Auto Data Network Inc. (OTC Pink Sheets: ADNW), a provider of software and real-time data services to the worldwide automotive industry today announced that it has established a holding company for its dealer management software and services businesses ("DMS") called Auto Dealer Management Ltd., and has signed a Letter of Intent to merge the holding company into an existing publicly traded company listed in London. Under the terms of the merger, ADN will contribute all of the assets of Auto Dealer Management Ltd. for which its shareholders will receive 97 percent of the outstanding shares of the public entity, which will have a value of $75 million at the time of closing. The transaction is expected to close within eight to ten weeks upon which, ADN will distribute the respective shares as a stock dividend on a pro-rata basis to its shareholders of record."As we stated in our recent conference call, the separation of ADN's DMS business from its aftermarket business makes operational as well as strategic sense. Since our DMS business is currently exclusively based in Europe - and to avoid possible anti-trust issues - we decided that a London listing would simplify our public image," commented Chris Glover, ADN's chairman. "Further supporting this decision is the fact that all of our near term acquisition targets are in Europe, and using shares as currency to complete some of these acquisitions will be better received if the shares have a local trading venue." Mr. Glover continued, "Of primary importance is that a London listing of our shares will afford us the opportunity to close the purchase of the remaining two-thirds of DCS. We are presently in negotiations with DCS and their bankers to complete this acquisition and expect to announce the status of these discussions within the next four weeks."
With respect to ADN's recently announced intention to secure a separate public listing for its after-market business, the Company has made considerable progress over the last four weeks and expects to make a public announcement regarding its share listing by the end of April. In conjunction with this strategy, the company is also in the process of exploring the possibility of acquiring a privately held, aftermarket business to further augment this effort.
Chris Glover concluded, "We believe that by dividing these two distinct businesses and establishing separate listings, we will provide a basis from which the investment community can more clearly analyze and follow their individual progress, develop more comparable peer group comparisons to determine suitable market multiples and, in doing so, potentially unlock significant shareholder value. Both entities will have highly experienced independent, management teams that will be focused on their specific business areas. We believe this organizational design will create greater benefit to our shareholders and will support both businesses as they strive for market leadership in their specific sectors."
The Company announced during a conference call held on February 23, 2005, that its trading symbol ("ADNW"), at that time, had an "e" affixed to it by the OTC Bulletin Board because its SEC Form 10-K was endorsed by an independent auditor that had not yet registered with the Public Company Accounting Oversight Board ("PCAOB"). Since that date, the trading of its shares was transferred to the OTC Pink Sheets pending the outcome of its independent auditor's registration application with the PCAOB. A hearing between ADN's independent auditor and the PCAOB is scheduled for April 26, 2005 after which, the Company expects to learn of the PCAOB's decision. Pending this decision, the Company has begun the process of interviewing new independent auditors.
About Auto Data Network
Auto Data Network is a group of established companies which provide software products and services to the automotive industry. The company's main customer base is the auto dealership marketplace. This marketplace consists of approximately 78,000 dealers in North America and 92,000 dealers in Europe. The company estimates that this represents a $15 billion market for Software and Services specifically for auto dealerships. The company supplies a suite of software solutions and services that enable dealerships to run their businesses more efficiently whilst achieving considerable cost savings. The majority of the company's current solutions are focused on serving the aftermarket and finance areas of dealerships. These areas are of particular importance as the aftermarket business is responsible for 48% of a dealerships profit from 12% of their overall revenue. The second most profitable area is vehicle finance and insurance this area contributes 35% of profits from 2% of revenues.
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting the Company's business including increased competition; the ability of the Company to expand its operations through either acquisitions or internal growth, to attract and retain qualified professionals, and to expand commercial relationships; technological obsolescence; general economic conditions; and other risks detailed time to time in the Company's filings with the Securities and Exchange Commission (SEC).