The Amsterdam court forces Powersports Distribution Group (PDG) to proceed with the intended acquisition of VDM Parts and MotorcycleSpareParts (MSP) despite the fact that PDG wants to exit the purchase. PDG, best known as the owner of Hoco Parts and a large number of other companies in the motorcycle sector, must pay agreed prices of €5,560,000 and €1,940,000 respectively to Dutch brothers Ingo and Jurgen van Dijk, from the Van Dijk family from Enschede, who have been known in the motorcycle industry for generations. In addition to the purchase price, the court decision now also comes with a pre-agreed fine of 1500 euros per day, since January 1, 2023 it has increased to more than 250 thousand euros.
The Van Dijk brothers jointly own VDM Parts, while two other British companies are mentioned in MSP as owning 49% of the shares.
Torqx investment committee says no
The acquisition (provisionally) agreed at the end of October 2022, as per the court ruling in summary proceedings, was called into question after a positive run, after the approval of the Torqx Investment Committee (IC) did not take place. It is not clear who is in the IC, these may also be the owners of the acquired companies, which are (partly) paid in shares.
According to an email exchange carried out in the process, the IC of PDG owner Torqx gave the following reasons for canceling the proposed settlement:
- They consider the VDM valuation too high (and are concerned about volume dips in the VDM)
- They see a good strategic fit with the B2C business, but see a more difficult fit with VDM’s B2B business
- Currently, they want to focus on other business opportunities for PDG
Insiders report that changes in financial markets could also play a role; rising interest rates, in particular, made it much more expensive to borrow money, which in effect drove up the purchase price. Moreover, such skirmishes are not very rare in such acquisitions.
Ingo van Dijk reaction: “In addition to this published verdict, there has already been an appeal, in which the judge decided the same, but there is still an annoyance about money or not money, which comes from the financial department that is above PDG. It seems that money has now become more expensive, after which they suddenly no longer want to fulfill the agreements made. It has even been suggested that they should lay off staff to get funding.”
“Our financial advisors have verified that PDG is healthy and financially strong and we ourselves have very good relationships with PDG people. We very much want to sell our companies and there are two clear court rulings, as far as we are concerned, the sale is complete, after which we will leave both companies after an earn-out period. We just want to move forward and remain fully committed to good continuity and cooperation between the companies, because this is in the interests of all parties involved!”
After submitting this article, PDG says it does not want to respond: “We have no comments”.
Both parties still have legal options to challenge the judgment of the Amsterdam District Court. Another option is for both parties to reach an agreement, whether or not for an adjusted acquisition price.
Since 2006, VDM Parts BV (the name is derived from Van Dijk Motoren, ed.), which was sold much earlier, has been supplying original parts and accessories for motorcycle brands Aprilia, Derbi, Ducati, Gilera, Honda, Husqvarna, Kawasaki , KTM, Moto Guzzi, Suzuki, Vespa/Piaggio and Yamaha. With more than 1.4 million original engine parts in the online ordering system, VDM Parts BV is one of the largest suppliers of engine parts and accessories and can almost always deliver parts to the customer within 2-3 days. Useful. – Source: VDM Parts.com
Motorcycle spare parts (MSP)
Motorcyclespareparts is an online platform for direct delivery of motorcycle parts and accessories to consumers. It offers “at last count” 3.5 million pieces for sale online on 10 million web pages. – Source: www.motorcyclespareparts.eu
Strength Sports Distribution Group (PDG)
As a company of the Torqx investment fund, Powersport Distribution Group (PDG) operates in the distribution of motorcycle parts and accessories, based in Breda. Following the acquisition of Hoco Parts (NL), Motorcycle Storehouse (NL), Motoria (NL), Rino Trading (B), Bradbury Brothers (UK), Rob Hunter (UK) and Neo Distribution (UK), these distributors locations of motorcycle parts and accessories grouped together at Hoco Parts, Hoco Parts UK and the Motorcycle Storehouse. Then there is the “Private Brands” department, with brands such as AFAM (chains/sprockets), Shido & Nitro (batteries) and Ison (filters). In addition, there is the Vintage/OE parts distribution branch, for which CMS & Hobbyist have been acquired so far, but to which VDM and MSP will logically be added.
“A majority stake in PDG is held by Torqx Capital Partners, together with management and former owners.”