Penske Automotive Group Inc. (PAG) in Bloomfield Township, a publicly traded company since 1996, will be taken private by Motown Acquisition Corp., an entity owned by Penske Corp. and Mitsui & Co. Ltd.
PAG was founded in 1990 as United Auto Group, went public in 1996, and acquired by Penske Corp. in 1999. It changed its name to Penske Automotive Group in 2007.
Under the terms of the merger agreement, holders of PAG common stock, other than Penske Corp., Mitsui, and the other members of the investor group, will receive $212 per share in cash, valuing the company at an enterprise value of approximately $16.3 billion.
Upon completion of the transaction, the company will become a privately held company, with approximately 64 percent of its ownership held by Penske and 36 percent held by Mitsui.
The purchase price represents a premium of approximately 8.6 percent to the closing price of the company’s common stock on July 21 and a premium of approximately 20.09 percent and 26.17 percent to the 60-day and 90-day volume weighted average prices, respectively, for the period ended July 21.
It also reflects a non-binding proposal from Penske and Mitsui to acquire the remaining shares of the company’s common stock that they and their affiliates do not currently own, and an 8.84 percent premium to the closing price of the company’s common stock on Oct. 14.
The company says it expects to continue paying regular quarterly cash dividends through the closing of the transaction, in each case, in an amount not to exceed $0.02 per share above the per share amount of the last quarterly dividend declared and paid by the company in the immediately preceding quarter, as well as a pro-rated dividend for any partial quarter prior to the closing.
“I want to thank the Special Committee for its thoughtful and diligent evaluation of the transaction,” says Roger Penske, chair and CEO of PAG. “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 transaction is expected to close in the first quarter of 2027, subject to the satisfaction or waiver of closing conditions, including receipt of regulatory approvals and the affirmative vote of the holders of a majority of the outstanding shares of the company’s common stock that are entitled to vote on the transaction, as well as the approval by holders of a majority of the votes cast by unaffiliated stockholders (as defined in the merger agreement). The transaction is not subject to a financing condition.
Following the closing of the transaction, the company’s shares of common stock will no longer be traded or listed on the New York Stock Exchange.
For more information, visit penskeautomotive.com.
 in Bloomfield Township, a publicly traded company since 1996, will be taken private by Motown Acquisition Corp., an entity owned by Penske Corp. and Mitsui & Co. Ltd.){kind=link}