October 19, 2026
Penske Corporation and Mitsui, which with their affiliates already own about 72.6% of Penske Automotive Group, agreed on October 15 to buy the rest for $212 a share in cash, according to the group’s merger announcement. That is $2 above their July offer and about 15 times what the company earned per share last year. It is also 8.6% above where the stock closed the day before that first offer.
Roger Penske has been the group’s chairman and chief executive since 1999, the buyers’ July proposal letter notes, and Mitsui has been a shareholder for 25 years. In that letter they offered $210 a share, which they said was above the stock’s all-time high. They argued that the group would be better placed as a private company, free of “the burdens imposed on publicly held companies.” Penske Automotive called the bid “preliminary and non-binding” the same day.
A special committee of independent directors took twelve weeks over that offer and moved it by $2, under 1%. Its chair, David Hoogendoorn, said in the October release that the committee had weighed the deal against staying public and found it gave minority shareholders the greatest value.
What $212 buys
Earnings at Penske Automotive came to $14.13 a share in 2025, down from $14.49 the year before. The first half of 2026 was weaker again, its second-quarter release shows: $7.52 a share against $7.89, even as revenue rose 2.4%. Same-store retail gross profit, the measure of the dealerships it already owned, slipped 1.1%.
On those numbers the buyers are paying about 15 times last year’s earnings. Whether the premium looks small or large depends on the yardstick. It is 8.6% over the stock’s close on July 21, the day before the first offer, and 26.2% over its average price in the 90 days before that.
Private dealership buyers paid up over the same stretch, as September’s piece on a record 462 buy/sells showed. Blue sky values stood 78% above 2019 in the twelve months to June, while the average store earned an estimated 10 to 20% less. Group 1’s purchase of Hennessy’s ten Atlanta stores set the benchmark for a group that size, as GCBC reported in August.
Penske Corporation and Mitsui know the business from the inside, and they are paying a single-digit premium to the public price for a group that is still buying. It added two Toyota and four Lexus dealerships in the nine months to June, expected to bring about $2 billion of annual revenue, among them the November 2025 Toyota deal.
The vote the buyers do not hold
Two shareholder votes decide the deal, according to the October 15 merger filing. Holders of about 72.6% of the shares have signed agreements to vote for it, which settles the first, a majority of all outstanding shares. The second, a majority of the votes cast by disinterested stockholders under Section 144 of Delaware’s corporation law, is the one vote the buyers cannot deliver themselves. Antitrust clearance under the Hart-Scott-Rodino Act and other regulatory approvals also have to come through.
In July the buyers also closed off the other exit. Their letter said they would neither sell their own shares nor vote for any other sale of the company, which leaves the minority holders a yes or a no on $212.
Equity of $2.2 billion from the buyers and $1.8 billion of debt committed by JPMorgan, Bank of America and Wells Fargo pay for the deal. The filing says the merger carries no financing condition. If the buyers fail to close when required, they owe Penske Automotive $488 million; the company owes $383 million in certain cases, such as accepting a better offer.
What to watch
October 28 brings the first quarterly results since the price was agreed. They come out before the market opens and with no earnings call, the merger announcement says, and they will show whether per-share earnings fell for a third straight period. That is the number minority holders will weigh against $212. The proxy statement then sets the date of their vote, and the company expects the deal to close in the first quarter of 2027.
