Worth reading
76Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
38
US$100 millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This proposal (additional acquisition of shares covering all of PAG's public float)CounterpartyPenske Corporation, Penske Automotive Holdings Corp.
Disclosing companyMITSUI & CO.,LTD.
Target company
Diversified international transportation services business, primarily passenger vehicle retail
Location Bloomfield Hills, Michigan, United StatesDate of incorporation 1990
Net SalesUS$31,809 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceUS$3.8 billion (US$210 per common share × 18,245,929 shares to be acquired)
Type of ConsiderationCash (US$210 per common share)
Tender offer priceUS$210 per common share
Funding arrangementsAdditional capital contributions from PC-Mitsui Investors and borrowings from one or more third parties
Procedures and assumptions
Special CommitteeEstablished. Composed of independent, disinterested directors of PAG. The number of members is Not disclosed.
Conditions Precedent to ExecutionExecution of a definitive agreement on terms acceptable to PC-Mitsui Investors and approval by PAG's special independent committee
| Item | Details |
|---|---|
| Transaction name | This proposal (additional acquisition of shares covering all of PAG's public float) |
| Counterparty name | Penske Corporation, Penske Automotive Holdings Corp. |
| Name of the Subject Company | Penske Automotive Group, Inc. |
| Business Description of the Subject Company | Diversified international transportation services business, primarily passenger vehicle retail |
| Location of the Subject Company | Bloomfield Hills, Michigan, United States |
| Date of Establishment of the Subject Company | 1990 |
| Net Sales of the Subject Company | US$31,809 million (fiscal year ended December 2025) |
| Acquisition price | US$3.8 billion (US$210 per common share × 18,245,929 shares to be acquired) |
| Type of Consideration | Cash (US$210 per common share) |
| Tender offer price | US$210 per common share |
| Number of shares acquired | 18,245,929 common shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before PC: approximately 52.0%; the Company: approximately 20.3%; public float: approximately 27.8% (as of 16 April 2026) (after not disclosed) |
| Funding arrangements | Additional capital contributions from PC-Mitsui Investors and borrowings from one or more third parties |
| Special Committee | Established. Composed of independent, disinterested directors of PAG. The number of members is Not disclosed. |
| Conditions Precedent to Execution | Execution of a definitive agreement on terms acceptable to PC-Mitsui Investors and approval by PAG's special independent committee |
Items this document does not state (17)
Capital Stock of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionManagement structure after acquisition
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The stated reason is to support PAG, which the Company has supported since 2001, in responding to technological innovation in the automotive industry and expanding its business while maintaining its existing competitive advantages. The Company also intends to support PAG's corporate value and growth by leveraging its comprehensive capabilities and cross-industry network to assist PAG's business development and create opportunities for collaboration.
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