No New Shares Will Be Offered No Dilution to Existing PAG StockholdersBLOOMFIELD HILLS, Mich., Feb 02, 2010 (BUSINESS WIRE) -- Penske
Automotive Group, Inc. (NYSE:PAG), an international automotive
retailer, today announced that it has commenced a secondary offering of
5.0 million shares of PAG common stock. The selling stockholder is
Penske Corporation (see information below). Penske Corporation also
intends to grant to the underwriters for the public offering a 30-day
option to purchase 0.75 million additional shares to cover
over-allotments, if any.
Penske Automotive Group is not issuing 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.
BofA Merrill Lynch and J.P. Morgan will act 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.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
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
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 more than 75 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.