Penske Automotive to be taken private by Penske Corp and Mitsui for $212.00 per share in cash

PENSKE AUTOMOTIVE GROUP, INC.

PAG to be acquired by Motown Acquisition Corp (owned by Penske Corp and Mitsui) for $212.00/share in cash; merger agreement dated Oct 15, 2026.
Investor Group owns ~72.6% of PAG shares; post-close PC and Mitsui expected to own ~64% and 36%; PAG will delist from NYSE and deregister.
Special Committee, advised by Moelis, unanimously found merger fair; Board approved with affiliated directors recused; requires majority of outstanding shares plus majority of disinterested votes.
Termination fees: $383.0M payable by PAG if it exits for a superior proposal; $488.0M reverse termination fee payable by Buyer if it breaches or fails to close.
Financing: up to $2.2B equity from PC/Mitsui; up to $1.8B debt from JPMorgan, BofA, Wells Fargo. U.S. credit agreement increased to $2.4B from $1.5B; $606.0M borrowings as of Oct 12, 2026.

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