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Penske Automotive Group Announces Agreement to be Taken Private by Penske Corporation and Mitsui & Co.

PAG
  • Penske Automotive Group entered a merger agreement to be taken private by Motown Acquisition Corp, an entity owned by Penske Corporation and Mitsui & Co., Ltd.
  • Non-affiliated shareholders will receive $212.00 per share in cash, valuing the company at an enterprise value of approximately $16.3 billion.
  • Upon closing, ownership will be distributed as 64% to Penske and 36% to Mitsui, with the company becoming privately held.
  • The purchase price includes an 8.84% premium to the closing stock price on October 14, 2026, the day before the announcement.
  • The company expects to continue paying regular quarterly cash dividends through the transaction closing, capped at $0.02 per share above the last declared dividend.
  • The Board of Directors unanimously approved the transaction following a unanimous recommendation from a special committee of independent directors.
  • The transaction is expected to close in the first quarter of 2027, subject to regulatory approvals and affirmative votes from unaffiliated stockholders.
  • Following the transaction, Penske Automotive Group shares will no longer be listed or traded on the New York Stock Exchange.
  • Third quarter 2026 financial results will be released on October 28, 2026, but no earnings conference call will be hosted due to the merger announcement.
  • Moelis & Company LLC acts as the exclusive financial advisor to the special committee, while Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as legal counsel.
  • Penske Corporation is represented by Jones Day for legal counsel and BofA Securities, J.P. Morgan Securities, and Wells Fargo Securities for financial advice.
  • Mitsui & Co., Ltd. has Debevoise & Plimpton LLP as its legal counsel.
  • The company operates dealerships across the US, UK, Canada, Germany, Italy, Japan, and Australia, and employs over 28,900 people worldwide.
  • The company intends to file a preliminary proxy statement on Schedule 14A and a transaction statement on Schedule 13E-3 with the SEC.