HedgeCo.Net — Penske Automotive Group, Inc. said it has entered a merger agreement to be taken private by Motown Acquisition Corp., an entity owned by Penske Corporation and Mitsui & Co. Public shareholders other than the investor group will receive $212.00 per share in cash, valuing the company at an enterprise value of about $16.3 billion. After closing, Penske is expected to hold roughly 64% and Mitsui about 36%.
The price represents roughly an 8.6% premium to the July 21, 2026 close—the last day before Penske and Mitsui submitted their unsolicited preliminary proposal—and about an 8.84% premium to the October 14 close. A special committee of independent directors unanimously recommended the deal after reviewing it with Moelis & Company and Paul Weiss; the full board then approved it.
Closing is expected in the first quarter of 2027, subject to regulatory approvals, a majority vote of outstanding shares and approval by a majority of votes cast by unaffiliated stockholders. The transaction is not subject to a financing condition. After closing, PAG shares will leave the New York Stock Exchange.
Roger Penske, chair and CEO, said Mitsui has been a shareholder for 25 years and that the partnership will support operational excellence and new collaborative projects. For sponsors and strategic buyers, the deal is a classic controlling-shareholder take-private: the existing owners consolidate ownership rather than introduce a new financial sponsor as majority holder.
BofA Securities, J.P. Morgan and Wells Fargo advised Penske Corporation; Jones Day is its counsel. Debevoise advises Mitsui. Freshfields represents the company. Investors will focus on the unaffiliated vote and whether any appraisal or litigation risk delays a Q1 2027 close.