No New Shares will be IssuedNo Dilution to Existing PAG StockholdersBLOOMFIELD HILLS, Mich., Feb 03, 2010 (BUSINESS WIRE) -- Penske
Automotive Group, Inc. (NYSE:PAG), an international automotive
retailer, today announced the pricing of a secondary offering of 5.0
million shares of PAG common stock at $14.50 per share. The selling
stockholder is Penske Corporation (see information below). Penske
Corporation also has granted the underwriters for the public offering a
30-day option to purchase 0.75 million additional shares to cover
over-allotments, if any. The offering is expected to close on
February 9, 2010.
Penske Automotive Group will not issue any new shares in the offering
and will not receive any proceeds from the offering. Further, the
offering will not be dilutive to PAG stockholders.
Roger Penske is not selling any of the PAG stock that he owns personally
and, upon completion of the proposed offering, is expected to continue
to own, directly and through Penske Corporation, 31.7 million (35%) of
PAG's outstanding common stock. Pursuant to a voting agreement between
Penske Corporation and its second largest stockholder, Mitsui, Penske
Corporation and Mr. Penske are expected to have majority voting control
(52%) of PAG's outstanding common stock upon completion of the offering.
These share amounts assume the underwriters will exercise the
over-allotment option in full.
BofA Merrill Lynch and J.P. Morgan are acting as joint book-running
managers for this offering.
This offering will be made solely by means of a prospectus. Copies of
the prospectus relating to the securities may be obtained free of
charge, when available, by visiting the SEC website at www.sec.gov.
Alternatively, copies may be obtained from BofA Merrill Lynch, 4 World
Financial Center, New York, NY 10080, Attn: Preliminary Prospectus
Department, or e-mail Prospectus.Requests@ml.com;
or J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, or by calling toll-free at 1-866-803-9204.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
Caution Concerning Forward Looking
Statements in this press release may involve forward-looking statements,
including forward-looking statements regarding Penske Automotive Group,
Inc.'s expectation to close the offering on February 9th. Actual results
may vary materially because of risks and uncertainties, including
factors which are outside of our control. These forward-looking
statements should be evaluated together with additional information
about Penske Automotive's business, markets, conditions and other
uncertainties which could affect Penske Automotive's future performance.
These risks and uncertainties are addressed in Penske Automotive's Form
10-K for the year ended December 31, 2008, and its other filings with
the Securities and Exchange Commission. This press release speaks only
as of its date, and Penske Automotive disclaims any duty to update the
About Penske Automotive
Automotive Group, Inc., headquartered in Bloomfield Hills, Michigan,
operates 310 retail automotive franchises, representing 40 different
brands and 25 collision repair centers. Penske Automotive, which sells
new and previously owned vehicles, finance and insurance products and
replacement parts, and offers maintenance and repair services on all
brands it represents, has 160 franchises in 17 states and Puerto Rico
and 150 franchises located outside the United States, primarily in the
United Kingdom. Penske Automotive, through its wholly-owned subsidiary smart
USA Distributor LLC, is the exclusive distributor of the smart
fortwo vehicle and related parts in the United States. smart USA
supports 77 smart retail centers in the United States. Penske Automotive
is a member of the Fortune 500 and Russell 1000 and has approximately
14,000 employees. smart and fortwo
are registered trademarks of Daimler AG.
About Penske Corporation
Corporation is a closely-held diversified transportation services
company whose subsidiaries operate in a variety of segments, including
retail automotive, truck leasing, transportation logistics,
transportation component manufacturing and professional motorsports.
SOURCE: Penske Automotive Group, Inc.
Inquiries should contact:
Executive Vice President - Finance
Penske Automotive Group
Anthony R. Pordon
Senior Vice President
Penske Automotive Group, Inc.