Penske Automotive Group Announces Agreement to be Taken Private by Penske Corporation and Mitsui & Co.

Penske Automotive Group Shareholders to Receive $212.00 Per Share in Cash

BLOOMFIELD HILLS, Mich., Oct. 15, 2026 /PRNewswire/ -- Penske Automotive Group, Inc. (NYSE: PAG) (the "Company" or "PAG"), a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers, today announced that it has entered into a merger agreement to be taken private by Motown Acquisition Corp. ("Buyer"), an entity owned by Penske Corporation ("Penske") and Mitsui & Co., Ltd. ("Mitsui").  Under the terms of the merger agreement, holders of Penske Automotive Group common stock, other than Penske Corporation, Mitsui and the other members of the investor group, will receive $212.00 per share in cash, valuing the Company at an enterprise value of approximately $16.3 billion. Upon completion of the transaction, the Company will become a privately held company, with approximately 64% of the Company's ownership to be held by Penske and 36% to be held by Mitsui.

The purchase price represents a premium of approximately 8.6% to the closing price of the Company's common stock on July 21, 2026 and a premium of approximately 20.09% and 26.17% to the 60-day and 90-day volume weighted average prices, respectively, for the period ended July 21, 2026, the last trading day prior to the submission of the unsolicited, preliminary and non-binding proposal from Penske and Mitsui to acquire the remaining shares of the Company's common stock that they and their affiliates do not currently own, and an 8.84% premium to the closing price of the Company's common stock on October 14, 2026, the trading date immediately preceding the date on which the definitive agreement was announced. The Company expects to continue paying regular quarterly cash dividends through the closing of the transaction, in each case, in an amount not to exceed $0.02 per share above the per share amount of the last quarterly dividend declared and paid by the Company in the immediately preceding quarter, as well as a pro-rated dividend for any partial quarter prior to the closing.

A special committee of independent and disinterested directors of the Board of Directors (the "Board")  of the Company  (the "Special Committee") unanimously recommended that the Board approve the proposed transaction. The Special Committee was formed to evaluate and consider the proposal and was advised by independent legal and financial advisors. The Board approved the proposed transaction following the unanimous recommendation of the Special Committee.

"We are pleased to have reached this agreement with Penske  and Mitsui, our largest shareholders," said David Hoogendoorn, Penske Automotive Group Board Member and the Special Committee Chair. "The Special Committee thoroughly reviewed the proposal and considered the benefits of the transaction as compared to continuing as a public company, and determined that this transaction provided the greatest value for the Company's minority shareholders."

"I want to thank the Special Committee for its thoughtful and diligent evaluation of the transaction," said Roger Penske, Chair and CEO of the Company. "This transaction marks an important next chapter for PAG. Mitsui has been a shareholder for 25 years, and we have had a productive relationship over the past quarter-century. Together with Mitsui, we will build on PAG's operational excellence and draw on our combined capabilities and networks to drive innovation and expand PAG's business through new opportunities and collaborative projects."

Approvals and Timing
The transaction is expected to close in the first quarter of 2027, subject to the satisfaction or waiver of closing conditions, including receipt of regulatory approvals and the affirmative vote of the holders of a majority of the outstanding shares of the Company's common stock that are entitled to vote on the transaction, as well as the approval by holders of a majority of the votes cast by unaffiliated stockholders (as defined in the merger agreement). The transaction is not subject to a financing condition.

Following the closing of the transaction, the Company's shares of common stock will no longer be traded or listed on the New York Stock Exchange.

Third Quarter 2026 Financial Results
Penske Automotive Group's third quarter 2026 financial results will be issued on October 28, 2026, prior to market opening. In light of the announced transaction, the Company will not host an earnings conference call. The Company's third quarter 2026 earnings press release and investor presentation will be available on its investor relations website at www.penskeautomotive.com.

Advisors
Moelis & Company LLC is acting as exclusive financial advisor to the Special Committee and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as its legal counsel. The Company is being represented by Freshfields LLP. Jones Day is acting as legal counsel to Penske and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as its financial advisors. Debevoise & Plimpton LLP is acting as legal counsel to Mitsui & Co., Ltd.

About Penske Automotive

Penske Automotive Group, Inc. (NYSE: PAG), headquartered in Bloomfield Hills, Michigan, is a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. The Company operates dealerships in the United States, the United Kingdom, Canada, Germany, Italy, Japan, and Australia and is one of the largest retailers of commercial trucks in North America for Freightliner. The Company also distributes and retails commercial vehicles, diesel and gas engines, power systems, and related parts and services principally in Australia and New Zealand. The Company employs over 28,900 people worldwide. Additionally, the Company owns 28.9% of Penske Transportation Solutions, a business that employs over 40,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 373,600 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts and provides innovative transportation, supply chain, and technology solutions to its customers. The Company is a member of the S&P Mid Cap 400, Fortune 500, Russell 1000, and Russell 3000 indexes. For additional information, visit the Company's website at www.penskeautomotive.com.

Additional Information Regarding the Transaction and Where to Find It

This communication relates to the proposed transaction (the "proposed transaction") involving the Company and Buyer contemplated by the agreement and plan of merger (the "agreement and plan of merger") by and between the Company and Buyer. In connection with the proposed transaction, the Company intends to file a preliminary proxy statement on Schedule 14A (the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") relating to a special meeting of shareholders to approve the proposed transaction. The definitive proxy statement (if and when available) will be mailed to the Company's stockholders seeking their approval of the proposed transaction and other related matters. The Company, Buyer and certain of their affiliates also intend to jointly file a transaction statement on Schedule 13E-3 (the "Schedule 13E-3") relating to the proposed transaction. The Company may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Proxy Statement, Schedule 13E-3, or any other document the Company, Buyer, Penske or Mitsui may file with the SEC in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company or any other person or the solicitation of any vote or approval.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO OR INCORPORATED BY REFERENCE THEREIN), THE SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO OR INCORPORATED BY REFERENCE THEREIN), AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents, including the Proxy Statement, Schedule 13E-3 and any other documents containing important information about the Company and the proposed transaction, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, shareholders of the Company may obtain free copies of such documents by accessing the Investor Relations portion of the Company's website at https://investors.penskeautomotive.com/financials/sec-filings.

Participants in the Solicitation

The Company and certain of its directors, executive officers and other employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in the Company's definitive proxy statement on Schedule 14A for the 2026 annual meeting of the stockholders of the Company, filed with the SEC on March 20, 2026 (the "Annual Meeting Proxy Statement"), under the sections "Proposal 1 – Election of Directors," "Executive Officers," "Executive Compensation," "Director Compensation" and "Security Ownership of Certain Beneficial Owners and Management," and other documents subsequently filed by the Company with the SEC. Transactions with related persons (as defined in Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended) are disclosed under the heading titled "Related Party Transactions" in the Annual Meeting Proxy Statement. To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information set forth in the Annual Meeting Proxy Statement, such information has been or will be reflected on the Company's Statements of Beneficial Ownership on Forms 3 and 4 filed with the SEC. Updated information regarding the identity of participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Proxy Statement regarding the approval of the proposed transaction and other relevant documents to be filed with the SEC, including the Schedule 13E-3, if and when they become available. These documents will be available free of charge as described above.

Cautionary Statement Regarding Forward-Looking Statements

This communication may include statements that are not statements of historical fact, or "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the proposed transaction. In many cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of such terms and other comparable terminology. There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are difficult to predict and are generally outside the Company's and Buyer's control, that could cause actual performance or results to differ materially from those expressed in, or implied or projected by, the forward-looking statements.  Such forward-looking statements include, but are not limited to: the ability of Buyer and the Company to complete the transactions contemplated by the agreement and plan of merger, including the parties' ability to satisfy the conditions set forth in the agreement and plan of merger; statements about the expected timetable for completing the transaction, Buyer's and the Company's beliefs and expectations and statements about the benefits sought to be achieved in Buyer's proposed acquisition of the Company, the potential effects of the acquisition on each of Buyer and the Company; as well as the possibility of any termination of the agreement and plan of merger. These statements are based upon the current beliefs and expectations of Buyer's and the Company's management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the proposed transaction will be satisfied on the expected timetable or at all. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements. Risks and uncertainties include, but are not limited to, uncertainties as to the timing of the proposed transaction; the possibility that Buyer's committed debt financing will not be available; uncertainties as to how many of the Company's shareholders will vote in favor of the proposed transaction; the possibility that various conditions to the consummation of the proposed transaction may not be satisfied or waived; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company's common stock, credit ratings or operating results; the effects of disruption from the transactions contemplated by the agreement and plan of merger and the impact of the announcement and pendency of the transactions on the Company's business, including the ability of the Company to attract, retain and hire key personnel and to maintain relationships with customers, suppliers and others with whom the Company does business, employee departures, diversion of management's time and attention from ordinary course business operations, or certain restrictions during the pendency of the proposed transaction that may impact the Company's ability to pursue certain business opportunities or strategic transactions; the risk that shareholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; the risk that there may be unexpected costs, charges or expenses resulting from the proposed transaction; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; and the impact of tariffs. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, and its other filings made with the SEC. These and other filings made by the Company with the SEC are available at www.sec.gov.

The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law.

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SOURCE Penske Automotive Group, Inc.