Thursday, Solera Holdings, Inc. (SLH), a provider of software and services to the automobile insurance claims processing industry, said it has signed a definitive deal to purchase up to 100% of the capital stock of AUTOonline GmbH Informationssyteme, an European eSalvage vehicle exchange platform, from Dekra Automobil GmbH and other sellers. The entire purchase price will be paid in cash.
Solera stated that under the terms of the agreement, it will purchase 85% of AUTOonline's outstanding share capital at closing for approximately $85 million, or Euro 59.5 million. The company added that after December 31, it will have the right to purchase, and the remaining sellers the right to sell the remaining 15% stake in AUTOonline at a purchase price of ten times AUTOonline's consolidated EBITDA for the most recently completed fiscal year.
The transaction, which is subject to certain conditions to closing is expected to be completed in the second quarter of fiscal 2010 with payments being made in Euros, and all U.S. Dollar amounts assuming an exchange rate that approximates the current rate.
Solera said that after payment of about $85 million at closing, it will have approximately $165 million in cash on its balance sheet and no amounts outstanding under the Senior Secured Revolving Credit Facility portion of its Amended and Restated First Lien Credit and Guaranty Agreement.
AUTOonline has operations in Germany, Poland and Turkey and has expanded into additional European markets, including France, Spain and Greece, and Mexico.
Leading insurance companies list over 3,700 salvage vehicles per-day on AUTOonline's platform. Over 4,100 buyers, such as vehicle rebuilders, dismantlers and dealers competitively bid on these vehicles.
Tony Aquila, Solera's founder, chairman and chief executive officer said, "The acquisition of AUTOonline allows us to extend our core offering to now include the disposition of salvage vehicles and is consistent with our strategy of bringing high-value essential services to the auto claims process."
Solera estimates AUTOonline's revenue and EBITDA for the year ending December 31 at approximately $25.9 million, or Euro 18.1 million, and $9.6 million, or Euro 6.7 million, respectively on a preliminary basis. Solera's preliminary estimate, excluding the impact of potential synergies, is that the acquisition will be dilutive to its fiscal year 2010 GAAP EPS by $0.06 and accretive to the adjusted EPS by $0.02.
While the company does not expect the acquisition to have a material impact on its fiscal 2011 GAAP EPS, it currently expects an accretion to fiscal 2011 adjusted EPS.
SLH is currently trading on the New York Stock Exchange at $27.44, down 0.33%.
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