Penske Automotive Signs $212/Share Take-Private Merger With Penske Corp and Mitsui
PAG sits 51% above its 52-week low of $140.12.
Summary
Penske Automotive signed a definitive agreement to be acquired by Penske Corporation and Mitsui at $212.00 per share in cash, valuing the company at about $16.3 billion. Mitsui Japan committed $1.6 billion in equity financing and provided a $498 million limited guarantee. The deal, expected to close in Q1 2027, requires shareholder and regulatory approval and will take the company private.
Updated with a Dow Jones Newswires report · What changed
Updates
· Dow Jones Newswires — Penske Automotive Group agrees to be taken private by Penske Corp and Mitsui & Co. in a deal valuing the company at an enterprise value of about $16.3 billion.
- Shareholders will receive $212 a share in cash.
- $212 a share in cash; 8.6% premium over the July 21 closing price, the last trading day before the unsolicited proposal
· SEC SCHEDULE 13D/A — Mitsui Japan committed $1.6 billion in equity financing and provided a $498 million limited guarantee for the $212 per share Penske Automotive take-private.
Key Events · M&A and Partnerships · PAG
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Updated · · SEC SCHEDULE 13D/A
Financing Fully Committed with Mitsui Guarantee
Buyer expects to fund the deal with up to $2.2 billion of equity from PC and Mitsui plus up to $1.8 billion of debt committed by JPMorgan, Bank of America and Wells Fargo; the merger is not subject to a financing condition. Mitsui Japan committed $1.6 billion in equity financing and provided a $498 million limited guarantee.
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Definitive $212/Share Take-Private Deal
Penske Automotive signed an Agreement and Plan of Merger with Motown Acquisition Corp., an entity owned by Penske Corporation and Mitsui, under which each share not held by the investor group converts into $212.00 in cash.
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Enterprise Value ~$16.3 Billion
The transaction values the company at approximately $16.3 billion enterprise value; post-closing ownership is expected to be roughly 64% Penske Corporation and 36% Mitsui.
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72.6% of Shares Locked Up
Voting and Support Agreements with the Investor Group cover approximately 72.6% of outstanding shares, including a waiver of appraisal rights; approval also requires a majority of disinterested stockholders under DGCL Section 144.
Analysis · PAG · Trade & Services
Penske Automotive has signed a definitive agreement to be taken private at $212.00 per share in cash, valuing the company at roughly $16.3 billion enterprise value. This converts the July 22 non-binding $210 proposal into a binding deal with committed financing, a signed merger agreement, and voting lock-ups covering about 72.6% of shares. Mitsui Japan has committed $1.6 billion in equity financing and provided a $498 million limited guarantee. Minority holders get a fixed cash price and the stock will stop trading on the NYSE once the deal closes, expected in the first quarter of 2027. The $212 price is an 8.84% premium to the October 14 close and an 8.6% premium to the July 21 close, the last trading day before the original proposal. The deal still needs a majority of all outstanding shares plus a majority of disinterested stockholders, and regulatory clearance, with an outside date of October 15, 2027.
At the time of this filing, PAG was trading at $211.67 on NYSE in the Trade & Services sector, with a market capitalization of approximately $12.8B. The 52-week trading range was $140.12 to $227.00. This filing was assessed with positive market sentiment and an importance score of 10 out of 10.