Penske Automotive Group To Be Taken Private By Penske Corporation, Mitsui & Co. And Others For $212/Share In Cash At An EV Of ~$16.3B

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.Approvals and TimingThe 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.