Penske Automotive Group (NYSE: PAG) announced on October 15, 2026 that it has entered into a merger agreement to be taken private by Motown Acquisition Corp., an entity owned by Penske Corporation and Mitsui & Co. Ltd. Shareholders other than Penske, Mitsui and other investor-group members will receive $212.00 per share in cash, valuing the company at an enterprise value of roughly $16.3 billion.

After closing, Penske Corporation is expected to hold about 64% of the company and Mitsui about 36%.

The company said it expects to keep paying regular quarterly cash dividends through closing, capped at $0.02 per share above the prior quarter's dividend, plus a pro-rated dividend for any partial quarter. Once the deal closes, PAG shares will cease trading on the New York Stock Exchange.

What makes the deal notable is who is buying: the company's own two largest shareholders.

According to Finimize, the two backers and their affiliates already owned 72.6% of PAG when they floated an unsolicited, non-binding $210 offer in July, a structure that tends to make take-privates simpler because control is largely settled before the vote.

That controlling stake also reduces the chance of a rival bid, which Finimize suggests makes the fixed $212 price feel like a ceiling, with any remaining return mostly the small gap to the deal price minus time value and approval risk.

Until closing, the stock is likely to trade as a gauge of deal odds rather than reflect earnings performance.

The $212-per-share price represents roughly an 8.6% premium to the July 21, 2026 close, the last trading day before the initial proposal, and premiums of about 20.09% and 26.17% to the 60-day and 90-day volume-weighted average prices through that date, per Pulse 2.0.

It also represents an approximately 8.84% premium to the October 14, 2026 close, the day before the definitive agreement was announced.

A special committee of independent, disinterested directors unanimously recommended the deal after evaluation with independent legal and financial advisors, and the Board approved it on that recommendation.

Pulse 2.0 lists Moelis & Company as the special committee's exclusive financial advisor with Paul Weiss as legal counsel, Freshfields representing the company, and BofA Securities, J.P.

Morgan Securities and Wells Fargo Securities advising Penske Corporation with Jones Day as counsel; Debevoise & Plimpton is advising Mitsui.

The transaction formalizes a 25-year relationship: Roger Penske said Mitsui has been a shareholder for a quarter-century and that the two will build on PAG's operational excellence to drive innovation and expand the business through new opportunities and collaborative projects.

Special Committee Chair David Hoogendoorn said the committee weighed the benefits of the transaction against continuing as a public company and determined it provided the greatest value for minority shareholders.

The company at stake is large: PAG operates dealerships in the U.S., UK, Canada, Germany, Italy, Japan and Australia, is one of North America's largest Freightliner commercial truck retailers, employs over 28,900 people, and owns 28.9% of Penske Transportation Solutions, which manages more than 373,600 trucks, tractors and trailers under lease, rental or maintenance contracts.

The deal is expected to close in the first quarter of 2027, subject to regulatory approvals and shareholder votes.

Approval requires the affirmative vote of holders of a majority of outstanding shares entitled to vote, plus approval by holders of a majority of votes cast by unaffiliated stockholders, and the transaction carries no financing condition.

The company plans to file a preliminary proxy statement on Schedule 14A and a Schedule 13E-3 with the SEC, and investors are urged to read those documents when available.

In a sign the focus has shifted to deal execution, PAG will still issue third-quarter 2026 results on October 28, 2026 before market open, but will not host an earnings conference call because of the announced transaction.