Penske Corporation and Mitsui have submitted an unsolicited, preliminary and nonbinding proposal to acquire the Penske Automotive Group shares they do not already own for $210 per share in cash.
The proposed acquisition of the publicly held shares would cost approximately $3.8 billion. The offer implies a total equity value of approximately $13.8 billion for Penske Automotive Group.
Penske Corporation, Mitsui and their affiliates collectively own approximately 72.6% of Penske Automotive Group’s outstanding common stock. The proposal therefore targets the remaining minority-owned shares rather than the company’s entire existing equity.
Penske Corporation owns more than 52% of the automotive retailer, while Mitsui holds more than 20%. Mitsui first invested in the business in 2001.
The $210 offer represents premiums of approximately 19.3% and 25.4% to Penske Automotive Group’s 60-day and 90-day volume-weighted average share prices, respectively, through July 20, 2026.
Penske Automotive Group’s Board of Directors has formed a special committee consisting of independent and disinterested directors to review and consider the proposal.
The proposal is not binding, and Penske Automotive Group has not entered into a definitive acquisition agreement. The special committee may negotiate the price and other terms, reject the offer or determine that another course of action is in the best interests of minority shareholders.
Penske Corporation and Mitsui intend to finance the proposed acquisition using a combination of new equity and debt financing. The investors have indicated that they plan to remain long-term shareholders regardless of whether the transaction is completed.
The buyers said no legal obligation will arise unless the parties negotiate and execute mutually acceptable definitive transaction documents. Completion would also be expected to require customary legal, regulatory and financing conditions.
Penske Automotive Group operates automotive dealerships in the United States, United Kingdom, Canada, Germany, Italy and Japan. It also sells commercial vehicles, engines, power systems, parts and related services, primarily in Australia and New Zealand.
The company was founded as United Automotive Group in 1990 and came under Penske Corporation’s control in 1999. It adopted the Penske Automotive Group name in 2007.
