Mitsui & Co. has finished one deal and is still waiting on another. On November 12 it bought a further 19% of Nutrinova Netherlands from Celanese Corporation, taking its holding to 89%. Its joint take-private of Penske Automotive Group, decided on October 15, has not closed and depends on votes and regulatory sign-offs, according to the trading house's interim report.
Nutrinova: done, but the price is not given
Mitsui amended the Nutrinova shareholders' agreement on September 1, which made the food-ingredients maker a consolidated subsidiary with a 70% holding. Mitsui had invested in Nutrinova in 2023. The interim report describes it as a maker and seller of functional food ingredients and says the move is growth investment in food science under the company's 2029 medium-term plan.
On November 12 Mitsui bought 19% of Nutrinova's issued shares from Celanese, a US chemicals group and fellow shareholder, lifting the stake to 89%. The report gives no price or funding source for that purchase. It does give the accounting for the September step: the existing stake was remeasured at a fair value of ¥105.4bn, producing a ¥6.26bn gain booked in securities gains. Goodwill is provisionally ¥59.8bn, because the allocation of the purchase price is not finished.
Penske: proposed, conditional and larger
The Penske deal is a different kind of commitment. Mitsui and its US subsidiary decided on October 15 to buy all of Penske Automotive's floating shares jointly with Penske Corporation and its subsidiaries. Penske Automotive is a Mitsui equity-method affiliate, and Mitsui has been an investor since 2001. The route is a merger of an acquisition vehicle, Motown Acquisition Corp., into Penske Automotive, which survives as a private company.
| Term | Per the filing |
|---|---|
| Merger consideration | $212 per common share |
| Expected shares receiving consideration | 18,285,048 |
| Assumed acquisition value | About $3.9bn (about ¥585bn) |
| Mitsui stake after buyout | About 36%, from about 20.3% |
| Mitsui funding | Up to $1.6bn (about ¥240bn) into the acquisition vehicle |
| Penske Corporation funding | Equity contribution of up to $600mn (about ¥90bn) planned |
| Debt financing | The acquisition vehicle has obtained third-party lender commitments for borrowing |
| Targeted completion | Quarter to March 2027, subject to shareholder and regulatory approval |
Completion is conditional on two shareholder votes: approval by holders of a majority of voting shares, and approval by a majority of votes cast by shareholders with no interest in the deal. Required regulatory approvals are also a condition. The share count and price are based on fully diluted shares at September 30 and exclude transaction costs, so final figures will be set when the merger takes effect.
Mitsui says the effect on its current-year consolidated results should be minor. The target retails passenger cars and commercial trucks and reported sales of $31.81bn for 2025.
Capital-allocation backdrop
The interim profit attributable to owners rose to ¥574.9bn for the six months to September 30 from ¥423.7bn a year earlier. Mitsui now guides to ¥1.05tn for the full year to March 2027, up from the ¥920bn it forecast in May. Net debt rose to ¥4.24tn at September 30, and the net debt-to-equity ratio held at 0.47. Mitsui also announced a buyback of up to ¥200bn running to January 29, 2027, of which about ¥42.1bn had been bought by September 30.
The report does not say how the up-to-$1.6bn Penske contribution and the Nutrinova purchase fit together in Mitsui's investment plan. It reports ¥362bn of investment and lending in the half, against about ¥162bn recovered through asset sales.