UPDATE: Elliott Mgmt Sends Letter to CDK Global Board

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May 4, 2016 The Board of Directors CDK Global, Inc. 1950 Hassell Road Hoffman Estates, IL 60169 Attn: Chairman Leslie Brun Attn: CEO Brian MacDonald Dear Les, Brian and Members of the Board: I am writing to you on behalf of Elliott Associates, L.P. and Elliott International, L.P. (together, "Elliott" or "we"), which collectively own 8.6% of the common stock and equivalents of CDK Global, Inc.
CDK
(the "Company" or "CDK"), making us one of the Company's largest shareholders. Over the past year, we have participated in an ongoing private dialogue with the Company, particularly with Chairman Les Brun and CFO Al Nietzel. We have also had the chance to spend time with Brian MacDonald since his appointment as CDK's new CEO in March. We have enjoyed this dialogue, and we look forward to continuing it. We have enormous respect for Les, Brian and Al, and we think their combination of skills and experience could be critical to realizing the significant opportunity in front of CDK. The purpose of today's letter is to share our thoughts on this compelling opportunity and to lay out a plan for CDK to optimize its business operations and drive a meaningful improvement in shareholder value. As the leader in the Dealer Management System ("DMS") market, CDK possesses a uniquely attractive business, selling mission-critical software on a subscription basis to sticky auto dealership customers with long-term contracts. However, our extensive public diligence has confirmed that CDK's operations remain vastly under-optimized, which is affecting both business performance as well as valuation. In fact, CDK has the opportunity to enhance its EBITDA margin profile to 42% in FY2018 from its current 24% margin and to re-orient its capital structure to one more appropriate for its durable, subscription-based business. For shareholders and employee shareholders, such optimization, if executed correctly, should yield a stock price of ~$81 within 14 months, a 72% increase to the current price. For Brian and his new management team, we view this moment as a unique opportunity to embark upon a new era of outperformance at CDK under their leadership. The letter is organized as follows: We begin by introducing the situation briefly. CDK has a uniquely attractive business, despite being spun out of ADP with an operational framework and capital structure that are not optimized for a market-leading vertical software business. Next, we focus on the progress to date. Despite the clearly identifiable opportunity, CDK has not yet taken any meaningful steps to pursue an optimization of its business operations and capital structure. We then discuss the value-maximizing path forward. CDK can and absolutely should take steps to realize the margin-improvement and capital-return opportunities at hand. With CDK's main competitor running its North America business at EBITDA margins of ~55% (versus CDK's ARNA segment at just 30%, with corporate overhead fully allocated in both figures) and exhibiting healthy growth recently, there is significant opportunity for CDK management to improve its target margin profile. Finally, we address the road ahead. We believe that given the time lost since CDK's spin-off, progress cannot be delayed any longer. Expedient implementation of the Value-Maximizing Plan laid out in this letter would upgrade the organization, streamline the operations, optimize the capital structure and position CDK for growth. Unless the Board plans to run a process to fully explore the existing strategic and private-equity interest in acquiring CDK, it should commit to the Value-Maximizing Plan without reservation. As active investors in the technology industry, we have considerable experience investing in software companies, and we have put a tremendous amount of resources and time into researching these recommendations. We thank the entire Board and management team for its consideration of our thoughts and welcome any questions.
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