Penske Automotive Group Inc (NYSE:PAG) agreed to be taken private by Penske Corporation and Mitsui & Co in a deal valuing the automotive and commercial truck retailer at about $16.3 billion including debt, the company said on Thursday.

Shareholders outside the buyer group will receive $212 per share in cash, an 8.84% premium to Wednesday's close.

Shares of Penske were up more than 8% on Thursday.

Penske Corporation will hold about 64% of the company after the deal closes, with Mitsui holding the remaining 36%.

The offer is also an 8.6% premium to the July 21 close, the last trading day before Penske and Mitsui submitted an unsolicited, preliminary and non-binding proposal for the shares they do not already own. It represents premiums of about 20% and 26% to the 60-day and 90-day volume-weighted average prices through that date.

A special committee of independent directors unanimously recommended the transaction, and the board approved it.

"The Special Committee thoroughly reviewed the proposal and considered the benefits of the transaction as compared to continuing as a public company, and determined that this transaction provided the greatest value for the Company's minority shareholders," said David Hoogendoorn, the committee's chair.

"Mitsui has been a shareholder for 25 years, and we have had a productive relationship over the past quarter-century," said Roger Penske, chair and chief executive.

The deal is expected to close in the first quarter of 2027. It requires regulatory approvals, the vote of a majority of outstanding shares, and the approval of a majority of votes cast by unaffiliated stockholders. It is not subject to a financing condition.

Penske shares will no longer be listed on the New York Stock Exchange after closing. The company expects to keep paying regular quarterly dividends through closing, in amounts no more than $0.02 per share above the last quarterly dividend.

Penske will report third-quarter results on October 28.