Penske Automotive 同意以每股212美元现金被Penske Corporation与三井物产私有化，股价已完全反映要约价

----- ef20083689_defa14a.htm -----
DEFA14A
1
ef20083689_defa14a.htm
DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant  ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive Proxy Statement
☐
Definitive Additional Materials
☒
Soliciting Material under §240.14a-12
Penske Automotive Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
This Schedule 14A relates solely to preliminary communications made prior to furnishing security holders of Penske Automative Group, Inc. (the “Company”) with a definitive proxy statement and a
transaction statement on Schedule 13E-3 related to a proposed transaction (the “Proposed Transaction”) involving the Company and Motown Acquisition Corp. (“Buyer”), whereby Buyer will be merged with and into the Company, with the Company being the
surviving corporation. Buyer is an entity owned by Penske Corporation, a Delaware corporation (“Penske Corporation”) and Mitsui & Co., Ltd., a Japanese company (“Mitsui”).
This Schedule 14A filing consists of the following documents relating to the Proposed Transaction:
Exhibit 99.1
Email from the Company’s CEO provided to employees on October 15, 2026
Exhibit 99.2
Document made available to certain employees in leadership positions on October 15, 2026
****
Additional Information Regarding the Transaction and Where to Find It
This communication relates to 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 Corporation 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 Proposed 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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EX-99.1
2
ef20083689_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
From:
Roger Penske
To:
All Company Employees
Attached/Linked:
Press Release
Subject:
Important Update on the Transaction Involving PAG
Dear Team Members,
I am pleased to inform you that moments ago, we announced that Penske Automotive Group has entered into an agreement to be taken private by Penske Corporation and Mitsui & Co., Ltd. Upon completion of the
transaction, Penske Automotive Group will become a privately held company.
The transaction is a confirmation of Penske Corporation’s commitment to the continuing success of Penske Automotive Group. Penske Corporation is fortunate to have a continuing partner in Mitsui & Co., Ltd. that
understands and supports the way we operate our business and how we care deeply about our culture, our employees and our customers. As a private company, we believe Penske Automotive Group will have greater flexibility in how we invest our
resources and balance short- and long-term priorities to support our culture and a continued focus on driving the customer experience.
We anticipate the transaction will close in the first quarter of 2027, subject to certain approvals and conditions, including receipt of certain regulatory approvals and shareholder approvals. Upon closing of the
transaction, we anticipate the Company’s ownership structure to be 64% Penske Corporation and 36% Mitsui & Co., Ltd. Until the closing, it’s business as usual, and we remain a public company. Penske Automotive Group’s day-to-day operations and
management remain unchanged. After closing, for the vast majority of our employees, we don’t expect anything to change. We will continue to operate the business with the same level of integrity, preparedness and diligence as we run the public
company today.
However, we recognize that change brings questions. Penske Automotive Group has prepared the attached press release. Penske Automotive Group has also prepared a few frequently asked questions, which are attached. You
can contact Penske Automotive Group if you have additional questions.
We are grateful for all that you do and hope you share our excitement about the next chapter for Penske Automotive Group.
Roger
FAQ
What was announced?
●
Penske Automotive Group, Inc. (the “Company” or “Penske Automotive Group”) announced that it has entered into an agreement to be taken private by Penske Corporation and Mitsui & Co., Ltd. (“Mitsui”).
●
In the transaction, each share of Penske Automotive Group common stock not owned by Penske Corporation or Mitsui, or certain of their respective affiliates, will be converted into $212.00 per share in cash, subject to limited exceptions
set forth in the merger agreement.  Upon completion of the transaction, Penske Automotive Group will become a privately held company.
●
Penske Corporation and Mitsui will both increase their ownership of Penske Automotive Group and Penske Corporation will continue to be the controlling shareholder upon closing of the transaction. We anticipate the post-closing ownership
structure of the Company to be approximately 64% Penske Corporation and 36% Mitsui.
●
We anticipate the transaction will close in the first quarter of 2027, subject to certain approvals and conditions, including receipt of certain regulatory approvals and shareholder approvals.
What role will Mitsui have moving forward?
●
Mitsui made its first investment in Penske Automotive Group in 2001 and is currently the Company’s second largest shareholder.
●
Mitsui has been an important partner as Penske Automotive Group has focused on growing its business, particularly in our international markets.
●
Following the closing, Mitsui will continue to play an important role in our future, contributing perspectives and expertise that help strengthen our business and growth opportunities.  Mitsui will continue to have representation on the
Company’s Board of Directors, and we will continue ongoing collaboration with Mitsui employees across various areas of the business.
Why is Penske Automotive Group going private?
●
This is not a takeover of Penske Automotive Group. Penske Corporation and Mitsui will both increase their ownership of Penske Automotive Group and Penske Corporation will continue to be the controlling shareholder upon closing of the
transaction.
●
As a private company post-closing, we believe we will have greater flexibility in how we invest our resources and balance short- and long-term priorities.
●
What won’t change are our values, our culture, and our commitment to deliver excellence to our customers.
Does this announcement have any impact on how we run the business?
●
No. Penske Corporation will increase its existing ownership in Penske Automotive Group upon the closing and will continue to be the Company’s controlling shareholder. Our day-to-day operations and management remain unchanged, and our
teams remain focused on serving our customers and our OEM partners.
Will this change my supervisor or job responsibilities?
●
Until the transaction closes, nothing changes. It’s business as usual, and we remain a public company.
●
Following close, we do not expect the transaction to impact the day-to-day roles or responsibilities for the vast majority of our employees.
Will there be any changes to employee salaries, compensation, or benefits as a result of this transaction?
●
Our people are our greatest asset, and we know that a competitive compensation program is critical to our success.
What will happen to the shares of my unvested stock and my equity awards?
●
Unvested shares of restricted stock will automatically vest at the closing. Each share will then be cancelled and exchanged for cash of $212.00 per share plus any declared but unpaid dividends without interest.
●
For our international employees with Restricted Stock Units (“RSUs”), each unvested RSU will automatically vest at closing. Each unit will then be cancelled and converted into a cash payment equal to $212.00 per unit plus the right to
receive applicable dividend equivalent rights, including in respect of any declared but unpaid dividends, without interest.
●
You will receive a separate notification if you hold shares of Penske Automotive Group common stock through the Penske Automotive Group Employee Stock Ownership 401(k) Plan. Your shares will also receive $212.00 per share in cash
consideration that may be re-allocated to different investment options within the plan.
●
All payments are subject to applicable tax withholding. You should consult your personal tax advisors regarding the specific tax treatment applicable to your awards.
Can I sell my shares? When will the trading window open?
●
At this stage, if you are a holder of restricted stock, or otherwise subject to our trading blackout window, the trading window will remain closed until further notice. If you have further questions, please feel free to reach out to our
General Counsel, Shane Spradlin.
●
Upon closing, shares of Penske Automotive Group common stock held by employees generally will be cancelled and converted into the right to receive the per share merger consideration of $212.00 in cash, without interest.
What happens next?
●
It is important to note that until the transaction closes, it’s business as usual and we remain a public company.
●
We anticipate the transaction will close in the first quarter of 2027, subject to certain approvals and conditions, including receipt of certain regulatory approvals and shareholder approvals.
●
Once the transaction closes, Penske Automotive Group common stock will no longer be listed on the New York Stock Exchange.
●
As we work through these next steps, we remain a publicly traded company, and this news is not intended to impact our daily operations.
●
If customers ask, you can tell them that nothing is changing today and that we believe this transaction is beneficial for Penske Automotive Group and all our shareholders, including our employees, customers, and partners.
Additional Information Regarding the Transaction and Where to Find It
This communication relates to the proposed transaction (the “proposed transaction”) involving the Company and Motown Acquisition Corp. ( “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 Corporation 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.

----- ef20083689_ex99-2.htm -----
EX-99.2
3
ef20083689_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
COMMUNICATION TO EXECUTIVES
Overview
Penske Automotive Group, Inc. (the “Company” or “Penske Automotive Group”) today announced that it has entered into an agreement to be taken private by Penske Corporation and Mitsui & Co., Ltd. Upon completion of
the transaction, Penske Automotive Group will become a privately held company.
Penske Corporation and Mitsui will both increase their ownership of Penske Automotive Group and Penske Corporation will continue to be the controlling shareholder upon closing of the transaction. We anticipate the post-closing equity ownership
of the Company to be held, directly or indirectly, approximately 64% by Penske Corporation and approximately 36% by Mitsui.
We anticipate the transaction will close in the first quarter of 2027, subject to certain approvals and conditions, including receipt of certain regulatory approvals and shareholder approvals.
Your Role
As senior leaders of our company, you will play an important role in ensuring your team members and other stakeholders understand what’s happening and what it means for them. We are providing you with the following
materials to assist you in conversations with your team and help answer questions you may receive:
Talking points
(below) to guide your conversations with your teams; and
FAQs
(below) for you to use in conversations with your teams.
Communications Guidelines
As you familiarize yourself with these communications materials, please keep in mind:
●
Stay on message.
All communications have been reviewed by the legal team and it is important that our communications
regarding this announcement are consistent. Please adhere to the messaging in this document. Do not create any new materials or alter these materials in any way, including by offering personal opinions.
●
Be positive and forward-looking.
Your teams will look to you for guidance and context. How you discuss this announcement
will affect how your teams respond. Please stay positive and forward-looking and encourage your teams to do the same.
●
Support your team.
In the days ahead, please make yourself available to discuss the announcement and answer your team’s
questions to the extent you are able.
●
We are operating as usual.
Please remind your teams that nothing is changing today. As always, our focus should be on
serving our internal and external customers and other stakeholders.
●
Don’t speculate.
To the extent you receive questions that cannot be answered with the materials provided, please do not
speculate. Instead respond,
“That’s a great question, let me get back to you on that as soon as I can.”
Please then escalate these inquiries to Tony Pordon.
If you receive any inquiries from the media or investors,
please ensure that you and your teams immediately
forward inquiries to
ir@penskeautomotive.com
.
FAQ
What was announced?
●
Penske Automotive Group, Inc. (the “Company” or “Penske Automotive Group”) announced that it has entered into an agreement to be taken private by Penske Corporation and Mitsui & Co., Ltd. (“Mitsui”).
●
In the transaction, each share of Penske Automotive Group common stock not owned by Penske Corporation or Mitsui, or certain of their respective affiliates, will be converted into $212.00 per share in cash, subject to limited exceptions
set forth in the merger agreement.  Upon completion of the transaction, Penske Automotive Group will become a privately held company.
●
Penske Corporation and Mitsui will both increase their ownership of Penske Automotive Group and Penske Corporation will continue to be the controlling shareholder upon closing of the transaction. We anticipate the post-closing equity
ownership of the Company to be held, directly or indirectly, approximately 64% by Penske Corporation and approximately 36% by Mitsui.
●
We anticipate the transaction will close in the first quarter of 2027, subject to certain approvals and conditions, including receipt of certain regulatory approvals and shareholder approvals.
What role will Mitsui have moving forward?
●
Mitsui made its first investment in Penske Automotive Group in 2001 and is currently the Company’s second largest shareholder.
●
Mitsui has been an important partner as Penske Automotive Group has focused on growing its business, particularly in our international markets.
●
Following the closing, Mitsui will continue to play an important role in our future, contributing perspectives and expertise that help strengthen our business and growth opportunities.  Mitsui will continue to have representation on the
Company’s Board of Directors following closing, and we will continue ongoing collaboration with Mitsui employees across various areas of the business.
Why is Penske Automotive Group going private?
●
This is not a takeover of Penske Automotive Group. Penske Corporation and Mitsui will both increase their ownership of Penske Automotive Group and Penske Corporation will continue to be the controlling shareholder upon closing of the
transaction.
●
As a private company post-closing, we believe we will have greater flexibility in how we invest our resources and balance short- and long-term priorities.
●
What won’t change are our values, our culture, and our commitment to deliver excellence to our customers.
Does this announcement have any impact on how we run the business?
●
No. Penske Corporation will increase its existing ownership in Penske Automotive Group upon the closing and will continue to be the Company’s controlling shareholder. Our day-to-day operations and management remain unchanged, and our
teams remain focused on serving our customers and our OEM partners.
Will this change my supervisor or job responsibilities?
●
Until the transaction closes, nothing changes. It’s business as usual, and we remain a public company.
●
Following close, we do not expect the transaction to impact the day-to-day roles or responsibilities for the vast majority of our employees.
Will there be any changes to employee salaries, compensation, or benefits as a result of this transaction?
●
Our people are our greatest asset, and we know that a competitive compensation program is critical to our success.
What will happen to the shares of my unvested stock and my equity awards?
●
Unvested shares of restricted stock will automatically vest at the closing. Each share will then be cancelled and exchanged for cash of $212.00 per share plus any declared but unpaid dividends without interest.
●
For our international employees with Restricted Stock Units (“RSUs”), each unvested RSU will automatically vest at closing. Each unit will then be cancelled and converted into a cash payment equal to $212.00 per unit plus any applicable
dividend equivalent rights, including in respect of any declared but unpaid dividends, without interest.
●
You will receive a separate notification if you hold shares of Penske Automotive Group common stock through the Penske Automotive Group Employee Stock Ownership 401(k) Plan. Your shares will also receive $212.00 per share in cash
consideration that may be re-allocated to different investment options within the plan.
●
All payments are subject to applicable tax withholding. You should consult your personal tax advisors regarding the specific tax treatment applicable to your awards.
Can I sell my shares? When will the trading window open?
●
At this stage, if you are a holder of restricted stock, or otherwise subject to our trading blackout window, the trading window will remain closed until further notice. If you have further questions, please feel free to reach out to our
General Counsel, Shane Spradlin.
●
Upon closing, shares of Penske Automotive Group common stock held by employees generally will be cancelled and converted into the right to receive the per share merger consideration of $212.00 in cash, without interest.
What happens next?
●
It is important to note that until the transaction closes, it’s business as usual and we remain a public company.
●
We anticipate the transaction will close in the first quarter of 2027, subject to certain approvals and conditions, including receipt of certain regulatory approvals and shareholder approvals.
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Once the transaction closes, Penske Automotive Group common stock will no longer be listed on the New York Stock Exchange.
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As we work through these next steps, we remain a publicly traded company, and this news is not intended to impact our daily operations.
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If customers ask, you can tell them that nothing is changing today and that we believe this transaction is beneficial for Penske Automotive Group and all our shareholders, including our employees, customers, and partners.
Additional Information Regarding the Transaction and Where to Find It
This communication relates to the proposed transaction (the “proposed transaction”) involving the Company and Motown Acquisition Corp. ( “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 Corporation 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.