29 November 2021

Constellation Automotive Holdings has offered 400 pence a share for Marshall Motor Holdings, valuing the dealer group at £322.9 million. Constellation has already received an “irrevocable undertaking to accept the offer from Marshall of Cambridge (Holdings) in respect of its entire shareholding”, representing approximately 64.4% of the PLC dealer group.

Constellation is the parent company to BCA, Cinch and We Buy Any Car.

The offer is 41.3% above the closing price of Marshall shares on 25 November 2021.

While the offer will give Constellation control of Marshall Motors it is unclear if approval from any or all of the manufacturers the dealer group represents has been sought to retain the franchises – something that is required under all franchise agreements when a dealer group changes hands.

In a stock market statement from Constellation the group highlighted: “The Constellation Group is focussed on broadening its offering for both consumers and business partners across the UK and Europe, and the potential acquisition of Marshall continues this strategy.

“Prior to entry into the irrevocable undertaking, Constellation and Marshall of Cambridge (Holdings) Limited had entered into an exclusivity agreement on 23 November 2021 pursuant to which Constellation was granted the exclusive right to negotiate with Marshall of Cambridge until 5pm on 3 December 2021.”

The PLC board of Marshall Motor Holdings said it noted the “announcement this morning” (29 November) and has so far only stated: “The board notes from this announcement that Constellation has received an irrevocable undertaking to accept the offer from the Company’s 64.4% majority shareholder, Marshall of Cambridge (Holdings) Limited. The Company will make a further announcement in due course.”

It is not yet confirmed if Constellation will take the dealer group private, however, notes in the Stock Market announcement indicate that is the intention.

“Following completion of the offer, [Constellation]  intends to undertake a review of Marshall and its operations, in order to determine how its short and long-term objectives can best be delivered. [Constellation] expects that the Review will be completed within approximately 12 months,” said a spokesman for Constellation.

The review is expected to cover “Marshall’s existing organisational structure, strategy, dealership portfolio, freehold estate, agreements with vehicle manufacturers and distributors, service offerings, markets, customers, and delivery; assessing the opportunities within Marshall’s business to enhance the efficiency of business process and structures; and assessing the potential investment that will support Marshall’s future strategy”.

Constellation added it “has no intention to make any changes to the conditions of employment or the balance of the skills and functions of Marshall employees or management. However, [it] recognises the important contribution of all of Marshall’s employees to what has been achieved by Marshall as a business.

“There may be some restructuring required following completion of the offer. In particular, once Marshall ceases to be a listed company, certain corporate and support functions relating to Marshall’s status as a listed company may potentially require reductions in headcount.”

Marshall Motor Group is the 5th largest motor dealer group in the UK and recently bought Motorline. 

“Marshall operates 164 franchise dealerships representing 27 different brand partners in 37 different counties across England and Wales. Marshall’s strategy has been to deliver continuing growth in its retail business organically and through acquisitions.

“In addition, Marshall operates 10 trade parts specialists, seven used car centres, six standalone body shops and one pre delivery inspection centre,” said a spokesman for the firm.

Tags: BCA, Constellation, Daksh Gupta, Marshall Motor Holdings