The merger agreement removes public float risk and sets a fixed cash exit at $212/share. Monitor stockholder vote and HSR clearance timeline; the deal is not subject to financing condition, reducing execution risk.
Price Chart
Executive Summary
Mitsui & Co., Ltd. and its U.S. subsidiary filed Amendment No. 15 to their Schedule 13D, reporting that on October 15, 2026, Penske Automotive Group entered into a definitive merger agreement to be acquired by Motown Acquisition Corp. for $212.00 per share in cash, a take-private transaction valued at approximately $13.9 billion. Mitsui Japan has committed $1.6 billion in equity financing and entered into a Voting and Support Agreement to vote its 13,322,205 shares (20.3%) in favor of the deal, signaling full alignment with the take-private consortium.
Key Financial Metrics
Key Facts
- Mitsui & Co. and Mitsui USA beneficially own 13,322,205 shares of PAG common stock, representing 20.3% of shares outstanding.
- On October 15, 2026, PAG entered into a definitive merger agreement to be acquired by Motown Acquisition Corp. for $212.00 per share in cash.
- The transaction is valued at approximately $13.9 billion based on shares outstanding.
- Mitsui Japan committed $1.6 billion in equity financing to fund the acquisition.
- Mitsui Japan and Mitsui USA entered into a Voting and Support Agreement to vote all covered shares in favor of the merger.
- The merger is subject to stockholder approval, regulatory clearances, and other customary conditions, with an outside date of October 15, 2027.
- No transactions in common stock were effected by the Reporting Persons during the past 60 days.
Financial Impact
Take-private at $212.00/share cash, ~$13.9B total enterprise value; Mitsui committing $1.6B equity; termination fees of $383M (company) and $488M (buyer)
Risk Factors
- Stockholder approval may be contested or delayed
- Regulatory clearances under HSR and other antitrust laws could delay or block the merger
- Termination fee of $383M could deter competing bids but also creates a floor for deal certainty
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D/A Filing (Primary) | 0001193125-26-422269 |
| Document: 0001193125-26-422269-index.html | 0001193125-26-422269 |
| Document: 0001193125-26-422269.txt | 0001193125-26-422269 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 16, 2026 10d ago | DEFA14A | $212.00 $212.32 | ▲ +0.15% | ▲ +0.30% | $212.26 (+0.12%) |
Oct 15, 2026 11d ago | DEFA14A | $212.42 $212.33 | ▼ −0.04% | ▼ −0.14% | $212.26 (−0.07%) |
Oct 15, 2026 12d ago | DFAN14A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.26 (+0.12%) |
Oct 15, 2026 12d ago | SC 13D/A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.26 (+0.12%) |
Oct 15, 2026 12d ago | SC 13D/A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.26 (+0.12%) |
Oct 15, 2026 12d ago | DEFA14A | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.26 (+0.12%) |
Oct 15, 2026 12d ago | 8-K | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.26 (+0.12%) |
Oct 15, 2026 12d ago | 8-K | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.26 (+0.12%) |
Oct 15, 2026 12d ago | Press Release | $212.00 $212.11 | ▲ +0.05% | ▲ +1.07% | $212.26 (+0.12%) |
Aug 10, 2026 11w ago | 8-K | $216.66 $216.21 | ▼ −0.21% | ▲ +0.20% | $212.26 (−2.03%) |
US Market Status
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