The $212/share offer represents a premium to the pre-proposal trading level. Watch for the preliminary proxy statement and Schedule 13E-3 filing for the special meeting date and the fairness opinion details. The key risk is regulatory approval timing, but the deal is not financing-contingent, lowering execution risk.
Price Chart
Executive Summary
Mitsui & Co., Ltd. and Penske Corporation have signed a definitive merger agreement to take Penske Automotive Group private at $212 per share, valuing the equity at approximately $13.9 billion. The transaction will buy out the ~27.7% free-float for $3.9 billion in cash, funded by $2.2 billion in equity commitments from the sponsors and third-party debt. Completion is expected in the last quarter of FY March 2027, subject to stockholder and regulatory approvals.
Key Financial Metrics
Key Facts
- Merger consideration of $212 per share in cash for all free-float shares of PAG common stock.
- Implied aggregate equity value of approximately $13.9 billion based on fully diluted shares outstanding as of September 30, 2026.
- Total estimated transaction cost for the PC-Mitsui Investors is $3.9 billion (585 billion yen).
- Mitsui & Co., Ltd. committed up to $1.6 billion (240 billion yen) and Penske Corporation committed up to $600 million (90 billion yen) in equity financing.
- Following completion, Penske Corporation's ownership will increase from ~52.1% to ~64%, and Mitsui's from ~20.3% to ~36%.
- The merger is not subject to a financing condition.
- Transaction expected to close in the last quarter of FY March 2027.
- PAG's Board of Directors (with affiliated directors recused) approved the merger following a special committee recommendation.
Financial Impact
$3.9 billion cash consideration for ~18.3 million free-float shares at $212/share; $13.9 billion total equity value
Risk Factors
- Failure to obtain required stockholder approval (majority of outstanding shares and majority of disinterested stockholders).
- Regulatory approval delays or denial (antitrust, CFIUS).
- Potential stockholder litigation challenging the going-private transaction.
- Market or business deterioration between signing and closing that could lead to renegotiation or termination.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DFAN14A Filing (Primary) | 0001193125-26-422302 |
| Document: d439820ddfan14a.htm | 0001193125-26-422302 |
| Document: 0001193125-26-422302-index-headers.html | 0001193125-26-422302 |
| Document: 0001193125-26-422302-index.html | 0001193125-26-422302 |
| Document: 0001193125-26-422302.txt | 0001193125-26-422302 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 16, 2026 10d ago | DEFA14A | $212.00 $212.32 | ▲ +0.15% | ▲ +0.30% | $212.09 (+0.04%) |
Oct 15, 2026 11d ago | DEFA14A | $212.42 $212.33 | ▼ −0.04% | ▼ −0.14% | $212.09 (−0.16%) |
Oct 15, 2026 11d ago | DFAN14A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.09 (+0.04%) |
Oct 15, 2026 11d ago | SC 13D/A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.09 (+0.04%) |
Oct 15, 2026 11d ago | SC 13D/A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.09 (+0.04%) |
Oct 15, 2026 11d ago | DEFA14A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.09 (+0.04%) |
Oct 15, 2026 11d ago | 8-K | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.09 (+0.04%) |
Oct 15, 2026 11d ago | 8-K | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.09 (+0.04%) |
Oct 15, 2026 11d ago | Press Release | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.09 (+0.04%) |
Aug 10, 2026 11w ago | 8-K | $216.66 $216.21 | ▼ −0.21% | ▲ +0.20% | $212.09 (−2.11%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers