The $212.00 per share cash consideration represents a significant premium to the pre-announcement trading price. Monitor the upcoming proxy statement and Schedule 13E-3 for fairness opinion details and the shareholder vote timeline. The deal is subject to regulatory approvals and a non-waivable majority-of-minority vote, so watch for any shareholder litigation or regulatory hurdles that could delay or alter terms.
Price Chart
Executive Summary
Penske Automotive Group (PAG) filed this DEFA14A to communicate with employees about the previously announced agreement to be taken private by Penske Corporation and Mitsui & Co., Ltd. at $212.00 per share in cash. The transaction is expected to close in Q1 2027, subject to regulatory and shareholder approvals, and will result in PAG becoming a privately held company with Penske Corporation owning approximately 64% and Mitsui approximately 36%. This filing is a routine solicitation communication and does not change the terms or likelihood of the deal.
Key Financial Metrics
Key Facts
- PAG entered into a definitive agreement to be taken private by Penske Corporation and Mitsui & Co., Ltd. at $212.00 per share in cash.
- Post-closing ownership expected to be approximately 64% Penske Corporation and 36% Mitsui.
- Transaction expected to close in Q1 2027, subject to regulatory and shareholder approvals.
- Unvested restricted stock and RSUs will automatically vest and be cashed out at $212.00 per share/unit at closing.
- PAG common stock will be delisted from the NYSE upon closing.
- Buyer is Motown Acquisition Corp., an entity owned by Penske Corporation and Mitsui.
Financial Impact
All-cash consideration of $212.00 per share for public shareholders; total deal value not disclosed in this filing.
Risk Factors
- Transaction may not close if regulatory approvals are not obtained or if shareholder approval is not secured.
- Shareholder litigation could delay or impose conditions on the deal.
- Financing risk: the filing notes the possibility that committed debt financing may not be available.
- Minority shareholders may challenge the price as inadequate in a going-private transaction.
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001140361-26-039767 |
| Document: ef20083689_ex99-1.htm | 0001140361-26-039767 |
| Document: ef20083689_defa14a.htm | 0001140361-26-039767 |
| Document: 0001140361-26-039767-index-headers.html | 0001140361-26-039767 |
| Document: 0001140361-26-039767-index.html | 0001140361-26-039767 |
| Document: 0001140361-26-039767.txt | 0001140361-26-039767 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 16, 2026 10d ago | DEFA14A | $212.00 $212.32 | ▲ +0.15% | ▲ +0.30% | $212.34 (+0.16%) |
Oct 15, 2026 11d ago | DEFA14A | $212.42 $212.33 | ▼ −0.04% | ▼ −0.14% | $212.34 (−0.04%) |
Oct 15, 2026 12d ago | DFAN14A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.34 (+0.16%) |
Oct 15, 2026 12d ago | SC 13D/A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.34 (+0.16%) |
Oct 15, 2026 12d ago | SC 13D/A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.34 (+0.16%) |
Oct 15, 2026 12d ago | DEFA14A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.34 (+0.16%) |
Oct 15, 2026 12d ago | 8-K | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.34 (+0.16%) |
Oct 15, 2026 12d ago | 8-K | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.34 (+0.16%) |
Oct 15, 2026 12d ago | Press Release | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.34 (+0.16%) |
Aug 10, 2026 11w ago | 8-K | $216.66 $216.21 | ▼ −0.21% | ▲ +0.20% | $212.34 (−1.99%) |
US Market Status
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