May 27, 2019
By reading a following release, we determine to be firm by a following stipulations and qualifications:
This press recover is for informational functions usually and is not dictated to and does not consecrate an offer or invitation to sell or sell or questionnaire of an offer to allow for or buy, or an invitation to exchange, squeeze or allow for, any securities, any partial of a business or resources described herein, or any other interests or a questionnaire of any opinion or capitulation in any office in tie with a due transaction or otherwise, nor shall there be any sale, placement or send of bonds in any office in transgression of germane law. This press recover should not be construed in any demeanour as a recommendation to any reader of this press release.
This press recover is not a prospectus, product avowal matter or other charity request for a functions of Directive 2003/71/EC of a European Parliament and a Council of Nov 4th, 2003, as amended, in particular, by Directive 2010/73/EC of a European Parliament and a Council of Nov 24th, 2010, as nice and as implemented in any member State of a European Economic Area and underneath French and Dutch law.
An offer of bonds in a United States pursuant to a business multiple transaction will usually be made, as might be required, by a handbill that is partial of an effective registration matter filed with a US Securities and Exchange Commission. Shareholders of Fiat Chrysler Automobiles N.V. (“FCA”) and Renault S.A. (“Renault”) who are US persons or are located in a United States are suggested to examination a registration matter when and if it is announced effective by a US Securities and Exchange Commission since it will enclose critical information relating to a due transaction. You might obtain copies of all papers filed with a SEC per a due transaction, papers incorporated by reference, and FCA’s SEC filings during a SEC’s website during http://www.sec.gov. In addition, FCA will make a effective registration matter accessible for giveaway to shareholders in a United States.
Fiat Chrysler Automobiles N.V. has currently delivered a non-binding minute to a Board of Groupe Renault proposing a multiple of their particular businesses as a 50/50 merger.
The FCA offer follows initial operational discussions between a dual companies to code products and geographies where they could collaborate, quite as they rise and commercialize new technologies. These discussions done transparent that broader partnership by a multiple would almost urge collateral potency and a speed of product development. The box for multiple is also strengthened by a need to take confidant decisions to constraint during scale a opportunities total by a mutation of a automobile attention in areas like connectivity, foundation and unconstrained driving.
The due multiple would emanate a tellurian automaker, preeminent in terms of revenue, volumes, profitability and technology, benefitting a companies’ particular shareholders and stakeholders. The total business would sell approximately 8.7 million vehicles annually, would be a universe personality in EV technologies, reward brands, SUVs, pickup trucks and light blurb vehicles and would have a broader and some-more offset tellurian participation than possibly association on a standalone basis.
The advantages of a due transaction are not predicated on plant closures, though would be achieved by some-more collateral fit investment in common tellurian car platforms, architectures, powertrains and technologies. FCA has a story of successfully mixing OEMs with manifold cultures to emanate clever care teams and organizations dedicated to a singular purpose. Therefore, FCA’s Board strongly believes that this combination, that would have a scale, imagination and resources to navigate a fast changing automotive industry, would emanate new opportunities for employees of both companies and for other pivotal stakeholders.
Under a terms of a proposal, shareholders in any association would accept an homogeneous equity interest in a total company. The multiple would be carried out as a partnership transaction underneath a Dutch primogenitor company. The Board of a total entity would primarily be stoical of 11 members, with a infancy being eccentric and with equal illustration of 4 members any for both FCA and Groupe Renault, as good as one hopeful from Nissan. Further, there would be no carryover of existent double voting rights. However, all shareholders would have a event to acquire faithfulness voting rights from a execution of a transaction underneath a faithfulness voting program. The primogenitor association would be listed on a Borsa Italiana (Milan), Euronext (Paris) and a New York Stock Exchange.
The advantages issuing from a multiple of a dual businesses would be shared, 50% by stream FCA shareholders and 50% by stream Groupe Renault shareholders. Before a transaction is closed, to lessen a inconsistency in equity marketplace values, FCA shareholders would also accept a division of €2.5 billion (see Appendix). In addition, before to closing, there would be a placement of Comau’s shares to FCA’s shareholders or an incremental €250 million division if a Comau spin-off does not occur.
Combining a businesses will move together interrelated strengths. The multiple would emanate a code portfolio that would yield full marketplace coverage with a participation in all pivotal segments from luxury/premium brands, such as Maserati and Alfa Romeo, to a clever entrance brands of Dacia and Lada, and would embody a obvious Fiat, Renault, Jeep and Ram brands as good as blurb vehicles. Groupe Renault has a clever participation opposite Europe, Russia, Africa and Middle East, while FCA is singly positioned in a high domain segments in North America and is a marketplace personality in Latin America. FCA’s elaborating capability in unconstrained driving, that includes partnerships with Waymo, BMW and Aptiv, is complemented by Groupe Renault’s decade of knowledge in EV record where it is a top offered EV OEM in Europe. Groupe Renault also has a timeless and essential financing business (RCI Banque).
The multiple would be rarely value accretive for both FCA and Groupe Renault shareholders, delivering in additional of €5 billion of estimated annual run rate synergies, incremental to existent Alliance synergies. These synergies would arise predominantly from a joining of platforms, a converging of powertrain and foundation investment and a advantages of scale. FCA estimates formed on a experience, that approximately 90% of synergies would come from purchasing assets (~40%), RD efficiencies (~30%), and prolongation and prolongation efficiencies (~20%). Included in these estimated assets would be a intensity to revoke a total series of car platforms by approximately 20% and engine families by approximately 30%. The full run rate of estimated synergies is approaching to be achieved by a finish of year 6 following closing, with about 80% achieved in year four. Taking into comment a impact of a approximately €3-4 billion in accumulative doing costs, it is estimated that a synergies would be net money upsurge neutral in year one and certain from year dual onward.
Geographically, formed on FCA and Groupe Renault’s 2018 tellurian sales, a total association would be #4 in North America, #2 in EMEA and #1 in Latin America and would have a increasing resources compulsory to grow a footprint in a APAC region. On a elementary many-sided basement of 2018 results, a total company’s annual revenues would be scarcely €170 billion with handling distinction of some-more than €10 billion and net distinction of some-more than €8 billion.
While a offer focuses on a multiple of FCA and Groupe Renault, FCA looks brazen – as partial of a total craving with Groupe Renault – to operative with Groupe Renault’s Alliance partner companies on ways to emanate additional value for all Alliance members. FCA recognizes a station and achievements of Groupe Renault’s partners and sees poignant approaching advantages to all parties from a stretched partnership. The FCA and Groupe Renault multiple together with a Nissan and Mitsubishi partners would be a largest tellurian OEM alliance, offered some-more than 15 million vehicles annually. The additional synergies stemming from a partnership of FCA and Groupe Renault that are approaching to accumulate to Nissan and Mitsubishi quite as members of a Alliance are estimated to be value an incremental €1 billion annually.
This offer offers a event to emanate a #3 tellurian automotive association with broad, interrelated and clever code and geographic participation and critical strengths in transforming technologies. It also confirms and enhances a value of a existent Alliance and a intensity to turn even stronger in a future. While there is no certainty that this offer will outcome in a transaction, a Board of FCA has strongly upheld and authorized a offer that will now be reviewed by a Groupe Renault Board of Directors. The decisive agreements for a due multiple are theme to traffic and to final examination and capitulation by a FCA and Groupe Renault Boards. Completion of a due multiple would also be theme to prevalent shutting conditions, including capitulation by any company’s shareholders, as applicable, and a compensation of antitrust and other regulatory requirements.
Information associated to a offer will be done accessible from time to time on a FCA website (https://www.fcagroup.com/en-US/Pages/home.aspx).
Goldman Sachs International
Nomura International Plc
Sullivan Cromwell LLP
Darrois Villey Maillot Brochier
Vice President, Investor Relations
Tel: +1 248 576 9257
Niel Golightly, [email protected], +1 248 933-6285
Shawn Morgan, [email protected], +1 248 512-2692
Andrea Pallard, [email protected], +39 0110030675
Fernao Silveira, [email protected], +55 11 4949-3901
Richard Holloway + 44 7342 023 763
Laura Gilbert + 44 7799 413 351
Andrew Garfield +44 7974982337
Sard Verbinnen Co
Robert Rendine, Kelsey Markovich
+1 212 687 8080
Community, Strategic Communications Advisers
Auro Palomba, Marco Rubino
+39 02 89404231
Anne-France Malrieu, Simon Zaks
+33 1 53 70 74 95
Dan Underwood, Daniel Fath
+81 3 5425-7220
ECONOMIC TERMS EXCLUDING VALUE UPSIDE FROM SYNERGIES
*Subject to capitulation during Groupe Renault Jun 12 2019 Shareholders’ Annual General Meeting
This press recover contains forward-looking statements. These statements are formed on a FCA Group’s stream expectations and projections about destiny events and, by their nature, are theme to fundamental risks and uncertainties. They describe to events and count on resources that might or might not start or exist in a destiny and, as such, undue faith should not be placed on them. Actual formula might differ materially from those voiced in such statements as a outcome of a accumulation of factors, including: sensitivity and decrease of collateral and financial markets, changes in commodity prices, changes in ubiquitous mercantile conditions, mercantile expansion and other changes in business conditions, weather, floods, earthquakes or other healthy disasters, changes in supervision regulation, prolongation difficulties, including ability and supply constraints, uncertainties as to either a due business multiple will be concluded or done or as to a timing thereof as good as a fulfilment of a expected synergies therefrom, and many other risks and uncertainties, many of that are outward of a FCA Group’s control.
FCA and a affiliates, directors, advisors, employees and representatives, specifically dissent any guilt whatsoever for such forward-looking statements.
Forward-looking statements pronounce usually as of a date they are made. FCA does not assume any requirement to refurbish any open information or forward-looking matter in this communication to simulate new information, destiny events or resources or for any other reason after a date of this communication, solely as might be compulsory by germane laws, and any opinion voiced in this press recover is theme to change but notice. FCA shall not have any requirement to scold any inaccuracies therein or omissions therefrom that might turn apparent.
This press recover includes some information on specific transaction proposals that sojourn theme to discussions and certain approvals and other conditions.
About FCA N.V.
Fiat Chrysler Automobiles (FCA) is a tellurian automaker that designs, engineers, manufactures and sells vehicles in a portfolio of sparkling brands, including Abarth, Alfa Romeo, Chrysler, Dodge, Fiat, Fiat Professional, Jeep®, Lancia, Ram and Maserati. It also sells tools and services underneath a Mopar name and operates in a components and prolongation systems sectors underneath a Comau and Teksid brands. FCA employs scarcely 200,000 people around a globe. For some-more information per FCA, greatfully visit www.fcagroup.com.