Penske Automotive Group agreed Oct. 15 to be taken private in a deal under which shareholders outside the investor group will receive $212 per share in cash through Motown Acquisition Corp. The transaction has an enterprise value of about $16.3 billion and would end the company’s New York Stock Exchange listing after closing.
Motown, which is owned by Penske Corporation and Mitsui & Co., Ltd., will merge into Penske Automotive, which is expected to remain in place as the private company. Penske would hold about 64% of the company after closing and Mitsui about 36%, according to the merger agreement.
The cash offer is $2 per share above the $210 proposal Penske and Mitsui made July 22, 2026. It also represents an 8.84% premium to Penske Automotive’s Oct. 14 closing price, the company said. In their July proposal letter, Penske and Mitsui said they believed the business would be better positioned under private ownership.
The independent special committee unanimously recommended the transaction, and the board approved it after directors affiliated with the investor group recused themselves, an SEC filing shows. Moelis & Company gave the committee a fairness opinion for unaffiliated shareholders. The company plans to provide further details about the opinion in a proxy statement.
Closing requires approval by holders of a majority of outstanding shares entitled to vote, as well as a majority of votes cast by disinterested stockholders. Supporting shareholders who hold about 72.6% of outstanding shares agreed to vote their covered shares in favor, subject to the support agreements’ terms. Regulatory conditions include expiration or termination of the Hart-Scott-Rodino waiting period and certain other approvals.
Penske and Mitsui expect to contribute up to $2.2 billion in equity, with debt financing of up to $1.8 billion. The merger agreement does not make closing conditional on obtaining financing. The transaction is expected to close in the first quarter of 2027 if shareholder and regulatory conditions are met.
Penske Automotive reported $27.5 billion in retail automotive dealership revenue in 2025. Its June 30 Form 10-Q said the company operated 362 franchised dealerships in the United States and abroad; 42% of its retail dealership revenue in the first half of 2026 came from outside the United States and Puerto Rico.
The company plans to release third-quarter results on Oct. 28 before the market opens and will not hold an earnings call. Its SEC filing says it intends to file a proxy statement and a Schedule 13E-3 as the transaction advances toward a shareholder vote.
