Penske Automotive agrees to $16.3 billion take-private by Penske, Mitsui
Penske Automotive Group agreed to be taken private by its two biggest shareholders, Penske Corporation and Japan's Mitsui, Bloomberg and CNBC reported. They will pay $212 a share in cash, valuing the car dealer at about $16.3 billion. The deal is expected to close in the first quarter of 2027.
Penske Automotive Group, one of the largest car dealership groups in the U.S., agreed Thursday to be taken private by its two biggest shareholders, Penske Corp. and Japan's Mitsui & Co., Bloomberg and CNBC reported.
Motown Acquisition Corp., an entity jointly owned by Penske Corp. and Mitsui, will buy the dealer group for $212 a share in cash, Bloomberg reported. The deal values the company at about $16.3 billion, including debt, CNBC reported.
Bloomberg said the price is an 8.8% premium over the stock's prior closing price. CNBC reported it is an 8.6% premium to the stock's close on July 21, the day before the buyers' first proposal was made public.
Penske Corp. owns more than 52% of Penske Automotive and Mitsui more than 20%, CNBC reported. After the deal, Penske Corp. will own about 64% and Mitsui the rest, CNBC said. In its own statement, Mitsui said its stake would rise from about 20.3% to about 36%.
The deal is expected to close in the first quarter of 2027, both outlets reported. It is not subject to a financing condition, Bloomberg said. Mitsui said it and Penske Corp. have committed to provide up to $1.6 billion and $600 million in equity financing, respectively.
A special committee of independent directors unanimously recommended the deal, and the board approved it, the company said in its announcement. Directors tied to the buyers recused themselves from the vote, according to a company filing. Shareholders must still approve the merger.
"We are pleased to have reached this agreement with Penske and Mitsui, our largest shareholders," David Hoogendoorn, the board member who chaired the special committee, said in the company's statement.
The buyers first made a nonbinding offer in July. Their letter to the board, filed with securities regulators, proposed $210 a share at the time. Once the deal closes, Penske Automotive will become a privately held company, the company said.
What we know: Penske Corp. and Mitsui agreed to buy out Penske Automotive's other shareholders at $212 a share.
What we don't: Whether shareholders will approve the deal, and whether it will close on schedule.
Where outlets agree Bloomberg and CNBC both report that Penske Corporation and Mitsui will take Penske Automotive private at $212 a share in a deal valued at about $16.3 billion, expected to close in the first quarter of 2027.
Where they differ The outlets cited here report the same key facts so far.