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CDK Global Announces Entry into an Accelerated Share Repurchase Agreement to Repurchase $350 Million of its Common Stock

HOFFMAN ESTATES, Ill., May 15, 2017 (GLOBE NEWSWIRE) -- CDK Global, Inc. (“CDK”) announced today its entry into an accelerated share repurchase (“ASR”) agreement with Bank of America Merrill Lynch (“BofAML”) to purchase $350 million of CDK’s common stock. Under the terms of the ASR agreement, CDK will make a $350 million payment to BofAML on May 16, 2017 and will receive from them on the same day an initial delivery of approximately 4.5 million shares of CDK’s common stock. The final number of shares to be purchased will be based on the average of the daily volume-weighted average price of CDK’s common stock during the term of the ASR transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreement. At settlement, under certain circumstances, CDK may be entitled to receive additional shares of CDK’s common stock from BofAML or, under certain circumstances, CDK may be required to deliver shares of common stock or to make a cash payment, at CDK’s election, to BofAML. The final settlement of the transaction under the ASR agreement is expected to occur during CDK’s fiscal quarter ending September 30, 2017.

The ASR agreement contains customary terms for these types of transactions, including the mechanisms to determine the number of shares or the amount of cash that will be delivered at settlement, the required timing of delivery upon settlement, the specific circumstances under which adjustments may be made to the transaction, the specific circumstances under which the transaction may be cancelled prior to the scheduled maturity and various acknowledgements, representations and warranties made by CDK and BofAML, as applicable, to one another.

About CDK Global

With more than $2 billion in revenues, CDK Global (Nasdaq:CDK) is a leading global provider of integrated information technology and digital marketing solutions to the automotive retail and adjacent industries. Focused on evolving the automotive retail experience, CDK provides solutions to dealers in more than 100 countries around the world, serving approximately 28,000 retail locations and most automotive manufacturers. CDK’s solutions automate and integrate all parts of the dealership and buying process from targeted digital advertising and marketing campaigns to the sale, financing, insuring, parts supply, repair and maintenance of vehicles.

Forward-Looking Statements

This press release and other oral statements made by CDK management contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, including any plans, objectives, forecasts, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position and business outlook and business trends, and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “could,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “assumes,” and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed, or implied, by these forward-looking statements.

Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include: CDK’s success in obtaining, retaining and selling additional services to customers; the pricing of products and services; overall market and economic conditions, including interest rate and foreign currency trends, and technology trends; auto sales and advertising and related industry changes; competitive conditions; changes in regulation; changes in technology; security breaches, interruptions, failures and other errors involving CDK’s systems; availability of skilled technical employees/labor/personnel; the impact of new acquisitions and divestitures; employment and wage levels; availability of capital for the payment of debt service obligations or dividends or the repurchase of shares; any changes to CDK’s credit ratings and the impact of such changes on CDK’s financing costs, rates, terms, debt service obligations, access to capital market and working capital needs; the impact of CDK’s indebtedness, access to cash and financing, and ability to secure financing, or financing at attractive rates; CDK’s ability to timely and effectively implement its transformation plan, which is intended to increase operating efficiency and improve CDK’s global cost structure, while limiting or mitigating business disruption; and the ability of CDK’s significant stockholders and their affiliates to significantly influence CDK’s decisions.

There may be other factors that may cause CDK’s actual results to differ materially from the forward-looking statements. CDK’s actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. CDK gives no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on its results of operations and financial condition. You should carefully read the risk factors described in CDK’s reports filed with the Securities and Exchange Commission (“SEC”), including those discussed under “Part I, Item 1A. Risk Factors” in CDK’s most recent Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q for a description of certain risks that could, among other things, cause CDK’s actual results to differ from any forward-looking statements contained herein. These filings can be found on CDK’s website at www.cdkglobal.com and the SEC’s website at www.sec.gov.

All forward-looking statements speak only as of the date of this press release even if subsequently made available by CDK on its website or otherwise. CDK disclaims any obligation to update or revise any forward-looking statements that may be made to reflect new information or future events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

Investor Relations Contact: Katie Coleman 847.485.4650 katherine.coleman@cdk.com Media Contact: David Webster Aberdeen Strategies 469.222.3667 david.webster@aberdeenstrategies.com

Source:CDK Global, Inc.