Penske Automotive Agrees to Be Taken Private by Penske Corp. and Mitsui for $212 a Share in a $16.3 Billion Deal

Penske Automotive Group said on Thursday it has signed a merger agreement to be taken private by its two largest shareholders, through an entity they own jointly.

Penske Automotive Group, Inc. (NYSE: PAG) announced on Thursday, October 15, 2026 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 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, the company will become privately held, with approximately 64% of its ownership held by Penske Corporation and 36% held by Mitsui.

A small premium, because the buyers already control the company

This is not an outside bidder paying up for control. Penske Corporation owns over 52% of Penske Automotive and Mitsui holds over 20%, so the two buyers already hold roughly 72% of the shares between them, and the cash on offer is for the minority stake they do not own — a stake valued at about $4 billion in total. That arithmetic explains the modest headline premium: $212.00 is an 8.84% premium to the closing price on October 14, 2026, and an approximately 8.6% premium to the closing price on July 21, 2026, the last trading day before the investor group made its initial $210-a-share proposal public. The final price is only $2 above that July proposal. The market's verdict was immediate: the shares were up 8.5% to $211.37 in premarket trading, just below the offer price, which is how a stock trades when investors expect a signed deal to close rather than to be topped.

How the minority was protected on paper

Because the buyers sit on both sides of this transaction, the process protections matter as much as the price. A special committee of independent and disinterested directors unanimously recommended that the Board approve the proposed transaction, after evaluating the July proposal with independent legal and financial advisors, and the Board approved it on that recommendation. The committee's chair said it had weighed the deal against remaining a public company and concluded it provided the greatest value for minority shareholders. Shareholders get a second protection at the vote: closing requires not only a majority of the outstanding shares but also approval by holders of a majority of the votes cast by unaffiliated stockholders, so the investor group's own shares cannot carry the deal alone.

Certainty, timing and what still has to happen

The transaction is expected to close in the first quarter of 2027, subject to regulatory approvals and the shareholder votes described above. Critically for deal certainty, the transaction is not subject to a financing condition. Until it closes, Penske Automotive remains a public company, and it expects to keep paying regular quarterly dividends, capped at no more than $0.02 a share above the prior quarter's amount, plus a pro-rated dividend for any partial quarter. On Thursday the company also raised its quarterly cash dividend by 1.4% to $1.46 per share, payable December 1, 2026 to shareholders of record on November 13, 2026. After closing, the shares will no longer be traded or listed on the New York Stock Exchange.

The business leaving the public market

Headquartered in Bloomfield Hills, Michigan, Penske Automotive operates dealerships in the United States, the United Kingdom, Canada, Germany, Italy, Japan and Australia, is one of the largest retailers of commercial trucks in North America, and employs over 28,900 people worldwide. Its chairman and chief executive, Roger Penske, framed the deal as the next chapter in a 25-year partnership with Mitsui, pointing to innovation and new joint projects once the company is private. The next dated items are near-term: third-quarter 2026 results arrive on October 28, 2026, with no earnings call in light of the pending deal, and after that the story is the proxy, the unaffiliated vote and whether the first-quarter 2027 closing window holds.