Mitsui & Co., Ltd. (head office: Tokyo; President and CEO: Kenichi Hori) and its wholly owned subsidiary, Mitsui & Co. (U.S.A.), Inc. (together, "Mitsui"), announced that Mitsui and Penske Corporation ("PC"), the latter acting on behalf of itself and its wholly owned subsidiary, Penske Automotive Holdings Corp. (collectively, the "PC-Mitsui Investors"), submitted a non-binding proposal (the "Proposal") to acquire all of the free-float shares of common stock of Penske Automotive Group, Inc. (NYSE: PAG) ("PAG") on July 22, 2026 (US time).
With respect to the Proposal, following the recommendation of a special committee comprised of independent and disinterested members of PAG's Board of Directors, on October 14, 2026 (US time) PAG's Board of Directors (with directors affiliated with the PC-Mitsui Investors recusing themselves from the deliberations and vote), approved the going-private merger involving PAG (the "Merger"). Today, Mitsui made a decision to acquire, together with PC, all of the free-float shares of PAG. Accordingly, Motown Acquisition Corp. ("Buyer"), a Delaware corporation which was established for the purpose of this transaction by PC and Mitsui & Co., Ltd., and PAG entered into an Agreement and Plan of Merger (the "Merger Agreement"). In connection with the acquisition of the shares to be acquired for cash in the Merger, Mitsui & Co., Ltd. and PC have committed to provide equity financing to Buyer of up to US$1.6 billion (Approx. 240 billion yen) and US$600 million (Approx. 90 billion yen), respectively. Following the completion of the Merger, Mitsui's and PC's ownership interests in PAG are expected to increase from approximately 20.3% to approximately 36% and from approximately 52.1% to approximately 64%, respectively.