Critical Shifts:
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Go-Private Deal Structure and Valuation: Penske Automotive Group will be taken private by Motown Acquisition Corp. (owned by Penske Corp and Mitsui & Co.) in a transaction valuing the company at approximately $16.3 billion, with minority shareholders receiving $212.00 per share in cash.
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Premium and Shareholder Dividends: The $212.00 offer represents an 8.6% premium over the July 21, 2026 closing price (and up to a 26.17% premium over the 90-day VWAP), while allowing shareholders to continue receiving regular quarterly dividends (and a pro-rated dividend) until closing.
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Governance Approval and Closing Conditions: A special committee of independent directors unanimously approved the deal, which is expected to close in Q1 2027 subject to regulatory approvals and majority votes from both total shareholders and unaffiliated minority stockholders.
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Penske Automotive Group, Inc., announced that it has entered into a merger agreement to be taken private by Motown Acquisition Corp., an entity owned by Penske Corporation and Mitsui & Co., Ltd. Under the terms of the merger agreement, holders of Penske Automotive Group common stock, other than Penske Corporation, Mitsui and the other members of the investor group, will receive $212.00 per share in cash, valuing the company at an enterprise value of approximately $16.3 billion. Upon completion of the transaction, the Company will become a privately held company, with approximately 64% of the company’s ownership to be held by Penske and 36% to be held by Mitsui.
The purchase price represents a premium of approximately 8.6% to the closing price of the company’s common stock on July 21, 2026 and a premium of approximately 20.09% and 26.17% to the 60-day and 90-day volume weighted average prices, respectively, for the period ended July 21, 2026, the last trading day prior to the submission of the unsolicited, preliminary and non-binding proposal from Penske and Mitsui to acquire the remaining shares of the company’s common stock that they and their affiliates do not currently own, and an 8.84% premium to the closing price of the Company’s common stock on October 14, 2026, the trading date immediately preceding the date on which the definitive agreement was announced. The company expects to continue paying regular quarterly cash dividends through the closing of the transaction, in each case, in an amount not to exceed $0.02 per share above the per share amount of the last quarterly dividend declared and paid by the Company in the immediately preceding quarter, as well as a pro-rated dividend for any partial quarter prior to the closing.
A special committee of independent and disinterested directors of the Board of Directors of the company unanimously recommended that the Board approve the proposed transaction. The Special Committee was formed to evaluate and consider the proposal and was advised by independent legal and financial advisors. The board approved the proposed transaction following the unanimous recommendation of the Special Committee.
“We are pleased to have reached this agreement with Penske and Mitsui, our largest shareholders,” said David Hoogendoorn, Penske Automotive Group Board Member and the Special Committee Chair. “The Special Committee thoroughly reviewed the proposal and considered the benefits of the transaction as compared to continuing as a public company and determined that this transaction provided the greatest value for the company’s minority shareholders.”
“I want to thank the Special Committee for its thoughtful and diligent evaluation of the transaction,” said Roger Penske, chair and CEO of the Company. “This transaction marks an important next chapter for PAG. Mitsui has been a shareholder for 25 years, and we have had a productive relationship over the past quarter-century. Together with Mitsui, we will build on PAG’s operational excellence and draw on our combined capabilities and networks to drive innovation and expand PAG’s business through new opportunities and collaborative projects.”
The transaction is expected to close in the first quarter of 2027, subject to the satisfaction or waiver of closing conditions, including receipt of regulatory approvals and the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock that are entitled to vote on the transaction, as well as the approval by holders of a majority of the votes cast by unaffiliated stockholders (as defined in the merger agreement). The transaction is not subject to a financing condition.
