Penske Automotive Group has entered into a definitive merger agreement to be taken private by Penske Corporation and Mitsui & Co. in a transaction valuing the automotive retailer at approximately $16.3 billion in enterprise value.
Under the agreement, shareholders other than Penske Corporation, Mitsui, and other members of the investor group will receive $212 per share in cash. After the transaction closes, Penske Corporation is expected to own about 64% of Penske Automotive Group, while Mitsui will own about 36%.
The $212-per-share consideration represents an approximately 8.6% premium to Penske Automotive Group’s closing share price on July 21, 2026, the last trading day before Penske and Mitsui submitted their initial proposal. It also represents premiums of approximately 20.09% and 26.17% to the company’s 60-day and 90-day volume-weighted average prices through that date, respectively.
Compared with Penske Automotive Group’s closing price on October 14, 2026, immediately before the announcement of the definitive agreement, the offer represents an approximately 8.84% premium.
Penske Automotive Group expects to continue paying regular quarterly cash dividends through the transaction’s closing, subject to specified limits. The company also expects to pay a prorated dividend covering any partial quarter before the deal closes.
A special committee of independent, disinterested Penske Automotive Group directors unanimously recommended approving the transaction after evaluating the proposal with independent legal and financial advisors. The company’s Board of Directors subsequently approved the deal following the special committee’s recommendation.
The transaction is expected to close in the first quarter of 2027, subject to regulatory approvals and shareholder votes. Approval will require a majority of outstanding shares entitled to vote and a majority of votes cast by unaffiliated shareholders. The transaction is not subject to a financing condition.
Following completion, Penske Automotive Group’s common stock will cease trading on the New York Stock Exchange and the company will become privately held.
Penske Automotive Group operates automotive dealerships across the U.S., UK, Canada, Germany, Italy, Japan, and Australia and is also a major commercial truck retailer in North America. The company employs more than 28,900 people and owns a 28.9% interest in Penske Transportation Solutions, which manages a fleet of more than 373,600 trucks, tractors, and trailers under lease, rental, or maintenance contracts.
Moelis & Company is serving as exclusive financial advisor to the special committee, with Paul Weiss serving as legal counsel. Freshfields represents Penske Automotive Group. BofA Securities, J.P. Morgan Securities, and Wells Fargo Securities are advising Penske Corporation, with Jones Day serving as legal counsel. Debevoise & Plimpton is advising Mitsui.
KEY QUOTES:
“We are pleased to have reached this agreement with Penske and Mitsui, our largest shareholders. 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.”
David Hoogendoorn, Penske Automotive Group Board Member And Special Committee Chair
“I want to thank the Special Committee for its thoughtful and diligent evaluation of the transaction. 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.”
Roger Penske, Chair And CEO Of Penske Automotive Group
