Penske and Mitsui to Take PAG Private for $16.3 Billion
The take-private of the automotive retailer by Penske Corporation and Mitsui & Co. prices remaining shares at $212.00 in cash after a July proposal and a special-committee review.
Motown Acquisition Corp., an entity owned by Penske Corporation and Mitsui & Co., Ltd., agreed to acquire the remaining shares of Penske Automotive Group, Inc. (PAG) in an all-cash transaction with an enterprise value of approximately $16.3 billion. Shareholders will receive $212.00 a share in cash.
The price is an 8.6% premium to PAG’s July 21, 2026 closing price, the last trading day before Penske and Mitsui submitted an unsolicited, preliminary, non-binding proposal to buy the shares they and their affiliates do not already own. It is a 20.09% premium to the 60-day volume-weighted average price and a 26.17% premium to the 90-day volume-weighted average price for the period ended July 21, 2026. Against the October 14, 2026 close, the day before the definitive agreement was announced, the premium is 8.84%.
The proposal arrived on July 22, 2026, at $210 a share. The board established a special committee of independent and disinterested directors to review it. On August 10, 2026, that committee retained Moelis & Company LLC as independent financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP as independent legal counsel. The final $212.00 cash price sits $2.00 above the original bid.
PAG is a diversified international transportation services company and one of the world’s premier automotive and commercial truck retailers. It 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 for Freightliner, and distributes and retails commercial vehicles, diesel and gas engines, power systems, and related parts and services principally in Australia and New Zealand. The company employs more than 28,600 people worldwide.
Roger Penske, chair and CEO of the company, said: “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 deal is expected to close in the first quarter of 2027, subject to satisfaction or waiver of closing conditions, including regulatory approvals, an affirmative vote of holders of a majority of outstanding common shares entitled to vote on the transaction, and approval by holders of a majority of the votes cast by unaffiliated stockholders as defined in the merger agreement.