Investments · Auto retail
Mitsui and Penske Corp. agree to take Penske Automotive private at $212 a share, lifting Mitsui's stake to 36%
- Investor
- Mitsui & Co. (Tokyo)
- In
- Penske Automotive Group, Bloomfield Hills, Michigan
- Value
- Up to about $1.6B (about ¥240B, Mitsui's share)
- Status
- Merger agreement signed. Expected to close January–March 2027, subject to approval by a majority of public shareholders.
- Date
- 2026-10-15
Penske Automotive Group agreed to be taken private by Penske Corporation and Mitsui, paying public shareholders $212 a share in cash in a deal valuing the dealer group at about $16.3 billion. The agreement follows a July 22 proposal from the two partners, which together held about 72% of the company. Mitsui will invest about ¥240 billion and raise its holding from about 20% to 36%, with Penske Corp. owning the other 64%.
Why it matters
Mitsui has built its Penske ties for over a decade, across truck leasing and auto retail. Taking one of the world's largest dealer groups private lets the partners invest for the long term without public-market pressure.
The deal
The buyer is Motown Acquisition Corp., a vehicle owned by Penske Corporation and Mitsui. Public shareholders outside the investor group receive $212 in cash per share, $2 more than the $210 the partners offered on July 22, 2026. The July proposal covered about 18.2 million shares, or roughly 27.8% of the company, and Mitsui put its cost at about $3.8 billion at that price. CNBC reported that $212 is about 8.6% above the July 21 close, the last before the proposal was made public.
Mitsui and Penske Corp. committed equity of up to $1.6 billion and $600 million respectively. JPMorgan, Bank of America and Wells Fargo committed up to $1.8 billion of debt, and the deal has no financing condition. Penske Automotive would pay a $383.0 million termination fee in some cases, such as accepting a superior offer, while the buyer faces a $488.0 million reverse fee if it breaches or fails to close when required. The outside date is October 15, 2027.
Advisers and approvals
A special committee of independent directors chaired by David Hoogendoorn negotiated the deal. Moelis & Company was its financial adviser and gave a fairness opinion, and Paul, Weiss was its legal counsel. Freshfields represented the company. The board approved the merger on October 14, 2026, with directors tied to Penske Corp. and Mitsui recused.
Closing requires approval by a majority of shares held by holders unaffiliated with Penske Corp. and Mitsui, plus regulatory clearances. The company cancelled its third-quarter earnings call but still planned to report results on October 28.
About Penske Automotive
Penske Automotive reported 2025 revenue of $31.8 billion and net income of $935.4 million. About $27.5 billion came from car dealerships and $3.4 billion from commercial truck dealerships. At the end of 2025 it ran 365 franchised car dealerships, 148 in the US and 217 abroad, mostly in the UK. It also owns 28.9% of truck lessor Penske Transportation Solutions.
Mitsui first invested in the company in 2001 and held about 20.3% before the deal. Roger Penske and Penske Corp. held about 52%.
Sources
Kakehashi M&A News home
