Penske Automotive to go private in $16.3 billion merger with Motown Acquisition

Penske Automotive Group will be taken private by Motown Acquisition Corp., an entity controlled by its two largest shareholders, Penske Corp. and Mitsui & Co. The merger values the dealer group at an enterprise value of $16.3 billion, with Penske Corp. receiving 64% and Mitsui 36% of the private company. Non-controlling shareholders are set to be paid $212 per share, representing an 8.84% premium to the previous day's closing price.

The transaction, which will remove the stock from the New York Stock Exchange, is targeted for completion in the first quarter of 2027, subject to regulatory clearance and a majority vote of unaffiliated shareholders. A special committee of independent directors, advised by Moelis & Co., negotiated the agreement and concluded that it offers the greatest value to minority shareholders. The deal includes a $383 million termination fee payable by Penske Automotive under certain conditions and a $488 million reverse termination fee if the buyer defaults, while quarterly dividends of up to $0.02 per share will continue until closing.