Worth reading
73In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
5850
¥100 millionWording
Conditional
How definitive the wording is.This transaction
This mergerCounterpartyPenske Corporation, Penske Automotive Group, Inc.
Disclosing companyMITSUI & CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Diversified international transportation services business, primarily passenger vehicle retail
Location Bloomfield Hills, Michigan, United StatesDate of incorporation Established in 1990
Net SalesUS$31,809 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceApproximately US$3.9 billion (approximately ¥585 billion)
Expenses other than the acquisition priceTransaction-related fees, financing costs and other expenses are not included in the acquisition price; the amounts are Not disclosed
Type of ConsiderationCash
Tender offer priceUS$212 per PAG common share
Minimum number of shares to be purchasedWhether a minimum number of shares to be acquired has been set is Not disclosed
Funding arrangementsMitsui & Co. will contribute up to US$1.6 billion and PC up to US$600 million to the acquisition vehicle. In addition, the acquisition vehicle has obtained a commitment for financing through borrowings from third-party lenders.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is expected to be minor. Additional earnings contributions are expected from the fiscal year ending March 2028 onward.
Procedures and assumptions
Special CommitteeEstablished. Composed of independent directors with no conflicts of interest.
Conditions Precedent to ExecutionApproval at a PAG shareholders' meeting by shareholders holding a majority of the voting shares of PAG, and approval by a majority of the voting rights of shareholders with no conflicts of interest, as well as obtaining the necessary regulatory approvals.
Management structure after acquisitionFollowing the merger, PAG is expected to become a private company owned by PC-Mitsui Investors. The treatment of its representatives and employees is Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | Penske Corporation, Penske Automotive Group, Inc. |
| 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 | Established in 1990 |
| Net Sales of the Subject Company | US$31,809 million (fiscal year ended December 2025) |
| Acquisition price | Approximately US$3.9 billion (approximately ¥585 billion) |
| Expenses other than the acquisition price | Transaction-related fees, financing costs and other expenses are not included in the acquisition price; the amounts are Not disclosed |
| Type of Consideration | Cash |
| Tender offer price | US$212 per PAG common share |
| Minimum number of shares to be purchased | Whether a minimum number of shares to be acquired has been set is Not disclosed |
| Number of shares acquired | 18,285,048 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before Mitsui & Co. approximately 20.3% → after Mitsui & Co. approximately 36% |
| Funding arrangements | Mitsui & Co. will contribute up to US$1.6 billion and PC up to US$600 million to the acquisition vehicle. In addition, the acquisition vehicle has obtained a commitment for financing through borrowings from third-party lenders. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 is expected to be minor. Additional earnings contributions are expected from the fiscal year ending March 2028 onward. |
| Date of board resolution | 15 October 2026 |
| Contract Date | 15 October 2026 |
| Execution Date / Effective Date | Expected in the fourth quarter of the fiscal year ending March 2027 (scheduled) |
| Special Committee | Established. Composed of independent directors with no conflicts of interest. |
| Conditions Precedent to Execution | Approval at a PAG shareholders' meeting by shareholders holding a majority of the voting shares of PAG, and approval by a majority of the voting rights of shareholders with no conflicts of interest, as well as obtaining the necessary regulatory approvals. |
| Management structure after acquisition | Following the merger, PAG is expected to become a private company owned by PC-Mitsui Investors. The treatment of its representatives and employees is Not disclosed |
Items this document does not state (10)
Capital Stock of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institution
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.To support PAG's business expansion by leveraging Mitsui & Co.'s comprehensive capabilities and cross-industry network, and to continuously generate collaborative business opportunities.
How to read this page
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