--- title: Penske Corporation and Mitsui Agree to Take Penske Automotive Private at $212 a Share in Cash description: Penske Corporation and Mitsui will buy out PAG's public shareholders for $212 a share in cash, valuing the dealer group at about $16.3 billion. author: Darie Nani (Editor-in-Chief) date: 2026-10-16T13:53:36.779Z updated: 2026-10-16T13:53:36.792Z canonical: https://www.sovereignmagazine.com/article/pag-stock-212-per-share-cash-deal image: https://cdn.nanimediahouse.com/roger-penske-2020-448576.webp categories: Markets content_type: News region: United States publication: Sovereign Magazine schema_type: Article --- Penske Corporation and Mitsui & Co. agreed on October 15 to buy out the public shareholders of Penske Automotive Group (NYSE: PAG) for $212.00 a share in cash, taking the car and commercial truck dealership group private at an enterprise value of about $16.3 billion. Roger Penske, PAG's chair and chief executive since May 1999, is also chair and chief executive of Penske Corporation, one of the two buyers. According to PAG's latest quarterly filing, Penske Corporation and its affiliates own about 52% of PAG's stock and Mitsui about 20%. The $212 is paid for the shares the two do not already own, through Motown Acquisition Corp., a company they own. After closing, Penske Corporation will hold about 64% of PAG and Mitsui about 36%, and PAG's shares will be delisted from the New York Stock Exchange. The companies expect the deal to close in the first quarter of 2027. Penske Corporation and Mitsui set out their reasons in a letter to PAG's board on July 22, when they first proposed a deal: "PAG's continued growth and success requires a nimble and innovative company that is capable of taking advantage of transformational opportunities and mitigating the risks of disruptive events, technologies and the burdens imposed on publicly held companies. The PC-Mitsui Investors believe that PAG would be best positioned to do so as a private company." Roger Penske said Mitsui has been a PAG shareholder for 25 years. "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," he said. PAG operated 362 franchised car dealerships at the end of June, 146 in the US and 216 outside it, mostly in the UK, and it also has dealerships in Canada, Germany, Italy, Japan and Australia. It is one of the largest retailers of Freightliner commercial trucks in North America, employs more than 28,900 people and owns 28.9% of Penske Transportation Solutions, the truck leasing business. Revenue for the first six months of 2026 was $16.4 billion, up from $16.0 billion a year earlier. ## The $212 Price Is $2 Above the Buyers' July Offer Penske Corporation and Mitsui's July proposal was a non-binding offer of $210 a share in cash for the shares they did not already own. "The proposed price exceeds the all-time highest trading price for PAG shares," they wrote in the letter. The agreed $212 is about 8.6% above PAG's closing price on July 21, the last trading day before the proposal, and 20.09% and 26.17% above the stock's 60-day and 90-day volume-weighted average prices for the period ending that day. Against the October 14 close, the day before the agreement was announced, the premium is 8.84%. ## Unaffiliated Shareholders Get a Separate Vote on the Deal In July, Penske Corporation and Mitsui said they would not go ahead unless a special committee of independent directors approved the deal, and that the committee could "say no". PAG's special committee of independent and disinterested directors, chaired by board member David Hoogendoorn, unanimously recommended the agreement, and the full board approved it after that recommendation. Hoogendoorn said the committee "thoroughly reviewed the proposal and considered the benefits of the transaction as compared to continuing as a public company, and determined that this transaction provided the greatest value for the Company's minority shareholders." Closing requires regulatory approvals, a vote in favor by a majority of PAG's outstanding shares, and a separate approval by a majority of the votes cast by unaffiliated stockholders. Penske Corporation's and Mitsui's combined holding of about 72% is already more than a majority of the outstanding shares, so the second approval is the one decided by the shareholders being bought out. ## The Buyers Are Putting In Up to $2.2 Billion of Equity and Borrowing Up to $1.8 Billion Penske Corporation and Mitsui have signed equity commitment letters for up to $2.2 billion, and JPMorgan, Bank of America and Wells Fargo have committed up to $1.8 billion of debt, according to PAG's Form 8-K filing. The deal is not conditional on financing. PAG would owe the buyer a $383.0 million termination fee in certain cases, including if it ends the agreement to accept a superior proposal. The buyer would owe PAG $488.0 million if PAG terminates over the buyer's breach or if the buyer fails to close when required. ## FAQ **Q: Will PAG keep paying dividends before the deal closes?** Yes. PAG expects to keep paying its regular quarterly dividend until closing, with each payment no more than $0.02 a share above the previous quarter's, plus a pro-rated dividend for any partial quarter before closing. **Q: When does PAG report its next results?** PAG will publish third-quarter 2026 results before the market opens on October 28. It will not hold an earnings call because of the pending transaction. **Q: What is Penske Transportation Solutions?** It is a transportation, supply chain and technology business with more than 40,000 employees and more than 373,600 trucks, tractors and trailers under lease, rental or maintenance contracts. **Q: Who advised on the deal?** Moelis & Company was financial adviser and Paul, Weiss legal counsel to the special committee. Freshfields represented PAG. Jones Day was legal counsel to Penske Corporation, with BofA Securities, J.P. Morgan Securities and Wells Fargo Securities as its financial advisers, and Debevoise & Plimpton was legal counsel to Mitsui.