McLaren, valued at 2.4 billion pounds, have not won a Grand Prix since 2012 and are last in the 10-team championship this year after embarking on a troubled partnership with their former engine supplier Honda.
Dennis was ousted as McLaren chief executive in November when the majority shareholders put him on gardening leave after reports he backed a Chinese takeover bid that other investors opposed.
McLaren, owned largely by Bahrain's Mumtalakat Holding Company and TAG Group, a firm led by Saudi-born businessman Mansour Ojjeh, will buy Dennis's shares but acknowledged the brand needs to undergo a turnaround.
"McLaren Racing...is not currently achieving the on-track success in Formula One that we know it is capable of, and that it has achieved in the past, but that will change," Ojjeh said on Friday.
McLaren said it will combine its track racing business and separate sports carmaker, set up in 2010 to rival the likes of Aston Martin, into a new holding company in a bid to use its collective technology and branding for both firms.
Whilst the two share their southern English Woking base, they have operated separately, with the automotive business going from strength to strength in recent years, posting a 70 percent rise in pre-tax profits on Thursday.
Last year, the head of the automotive business told Reuters that shareholders had turned down bids from prospective buyers and he said on Thursday it made most sense for the sports carmaker to float on the stock market but not for at least three years.
(Editing by Ed Osmond)
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