December 18, 2019
, Rueil-Malmaison and London
By reading a following release, we serve determine to be firm by a following stipulations and qualifications:
This communication 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, distribution or send of bonds in any office in transgression of germane law. This communication should not be construed in any demeanour as a recommendation to any reader of this communication.
This communication is not a prospectus, product avowal matter or other charity request for a functions of Regulation (EU) 2017/1129 of a European Parliament and of a Council of Jun 14th 2017.
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 (“SEC”). Shareholders of Fiat Chrysler Automobiles N.V. (“FCA”) and Peugeot S.A. who are US persons or are located in a United States are suggested to review 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, a effective registration matter will be done accessible for giveaway to shareholders in a United States.
Rueil-Malmaison and London, 18 Dec 2019
Fiat Chrysler Automobiles N.V. (“FCA”) (NYSE: FCAU / MTA: FCA) and Peugeot S.A. (“Groupe PSA”) have currently sealed a contracting Combination Agreement providing for a 50/50 partnership of their businesses to emanate a 4th largest tellurian automotive OEM by volume and 3rd largest by revenue. The due multiple will be an attention personality with a management, capabilities, resources and scale to successfully gain on a opportunities presented by a new epoch in tolerable mobility.
With a sum financial strength and skills, a joined entity will be quite good placed to yield innovative, purify and tolerable mobility solutions, both in a fast urbanizing sourroundings and in farming areas around a world. The gains in potency subsequent from incomparable volumes, as good as a advantages of ordering a dual companies’ strengths and core competencies, will safeguard a sum business can offer all a business best-in-class products, technologies and services and respond with increasing lively to a change holding place in this rarely perfectionist sector.
The sum association will have annual section sales of 8.7 million vehicles, with revenues of scarcely €170 billion3, repeated handling distinction of over €11 billion4 and an handling distinction domain of 6.6%, all on a elementary many-sided basement of 2018 results5. The clever sum change piece provides poignant financial coherence and plenty headroom both to govern vital skeleton and deposit in new technologies around a cycle.
The sum entity will have a offset and essential tellurian appearance with a rarely interrelated and iconic code portfolio covering all pivotal automobile segments from luxury, premium, and mainstream newcomer cars by to SUVs and trucks light blurb vehicles. This will be underpinned by FCA’s strength in North America and Latin America and Groupe PSA’s plain position in Europe. The new Group will have most larger geographic change with 46% of revenues subsequent from Europe and 43% from North America, formed on many-sided 2018 sum of any company. The multiple will move a eventuality for a new association to reshape a devise in other regions.
The efficiencies that will be gained from optimizing investments in automobile platforms, engine families and new technologies while leveraging increasing scale will capacitate a business to raise a purchasing opening and emanate additional value for stakeholders. More than two-thirds of run rate volumes will be clever on 2 platforms, with approximately 3 million cars per year on any of a tiny height and a compact/mid-size platform.
These technology, product and platform-related resources are approaching to comment for approximately 40% of a sum €3.7 billion in annual run-rate synergies, while purchasing – benefiting predominantly from scale and best cost alignment – will paint a serve estimated 40% of a synergies. Other areas, including marketing, IT, GA and logistics, will comment for a remaining 20%. These synergy estimates are not formed on any plant closures ensuing from a transaction. It is projected that a estimated synergies will be net money upsurge certain from year 1 and that approximately 80% of a synergies will be achieved by year 4. The sum one-time cost of achieving a synergies is estimated during €2.8 billion.
Those synergies will capacitate a sum business to deposit significantly in a technologies and services that will figure mobility in a destiny while assembly a severe tellurian CO2 regulatory requirements. With an already clever tellurian RD footprint, a sum entity will have a clever height to encourage creation and serve expostulate growth of transformational capabilities in new appetite vehicles, tolerable mobility, unconstrained pushing and connectivity.
The joined entity will advantage from an fit governance structure designed to foster effective performance, with a Board comprised of 11 members, a infancy of whom will be independent6. Five Board members will be nominated by FCA and a anxiety shareholder (including John Elkann as Chairman) and 5 will be nominated by Groupe PSA and a anxiety shareholders (including a Senior Non-Executive Director and a Vice Chairman). At shutting a Board will embody dual members representing FCA and Groupe PSA employees7. Carlos Tavares will be Chief Executive Officer for an initial tenure of 5 years and will also be a member of a Board.
Carlos Tavares, Mike Manley and their executive teams have a clever lane record in successfully branch around companies and mixing OEMs with different cultures. This believe will support a speed of execution of a merger, underpinned by a companies’ clever new performances and already clever change sheets. The joined entity will scheme with speed and potency in an automotive attention undergoing fast and elemental changes.
The new group’s Dutch-domiciled primogenitor association will be listed on Euronext (Paris), a Borsa Italiana (Milan) and a New York Stock Exchange and will advantage from a clever appearance in France, Italy and a US.
Under a due by-laws of a sum company, no shareholder would have a energy to practice some-more than 30% of a votes expel during shareholders’ meetings. It is also foreseen that there will be no carryover of existent double voting rights though that new double voting rights will accumulate after a three-year holding duration after execution of a merger.
A delay in honour of a shareholdings of EXOR N.V., Bpifrance8, Dongfeng Group (DFG) and a Peugeot Family (EPF/FFP) will request for a duration of 7 years following execution of a merger, solely that EPF/FFP will be accessible to boost a shareholding by adult to a limit of 2.5% in a joined entity (or 5% during a Groupe PSA level) by appropriation shares from Bpifrance and/or DFG and/or on a market9. EXOR, Bpifrance and EPF/FFP will be theme to a 3-year lock-up in honour of their shareholdings solely that Bpifrance will be accessible to revoke a shareholdings by 5% in Groupe PSA or 2.5% in a joined entity. DFG has concluded to sell, and Groupe PSA has concluded to buy, 30.7 million shares before to shutting (those shares will be cancelled). DFG will be theme to a close adult until a execution of a transaction for a change of a appearance in Groupe PSA, ensuing in an tenure of 4.5% in a new group.
EXOR, Bpifrance, a Peugeot Family and Dongfeng have any irrevocably committed to opinion in preference of a transaction during a shareholders’ meetings of FCA and Groupe PSA.
Before closing, FCA will discharge to a shareholders a special division of €5.5 billion while Groupe PSA will discharge to a shareholders a 46% seductiveness in Faurecia. In addition, FCA will continue work on a subdivision of a holding in Comau that will be distant soon following closing, for a advantage of a shareholders of a sum company. This will capacitate a sum group’s shareholders to equally share in a synergies and advantages that will upsurge from a partnership while noticing a poignant value of both Groupe PSA and FCA’s resources and strengths in terms of marketplace share and code potential. Each association intends to discharge a €1.1 billion typical division in 2020 compared to mercantile year 2019, theme to capitulation by any company’s Board of Directors and shareholders. At closing, Groupe PSA shareholders will accept 1.742 shares of a new sum association for any share of Groupe PSA, while FCA shareholders will have 1 share of a new sum association for any share of FCA.
Completion of a due multiple is approaching to take place in 12-15 months, theme to prevalent shutting conditions, including capitulation by both companies’ shareholders during their sold Extraordinary General Meetings and a compensation of antitrust and other regulatory requirements.
Carlos Tavares, Chairman of a Managing Board of Groupe PSA, said: “Our partnership is a outrageous eventuality to take a stronger position in a automobile attention as we find to master a transition to a universe of clean, protected and tolerable mobility and to yield a business with world-class products, record and services. we have any certainty that with their measureless talent and their collaborative mindset, a teams will attain in delivering maximized opening with vitality and enthusiasm.”
Mike Manley, Chief Executive Officer of FCA, added: “This is a kinship of dual companies with implausible brands and a learned and dedicated workforce. Both have faced a toughest of times and have emerged as agile, smart, challenging competitors. Our people share a common trait – they see hurdles as opportunities to be embraced and a trail to creation us improved during what we do.”
Press and Analyst/Investor eventuality details:
FCA and Groupe PSA will jointly horde a webcast and discussion call for analysts, investors and media (webcast during 3:00 pm CET / 2:00 pm GMT / 9:00 am EST) on Wednesday, 18 Dec 2019.
Details for accessing these events are accessible on a corporate websites of FCA (www.fcagroup.com) and Groupe PSA (www.groupe-PSA.com). For those incompetent to attend in a live sessions, available replays will sojourn archived on any company’s corporate website.
To entrance photos and videos, greatfully revisit FCA’s website or PSA’s website.
Goldman Sachs International acted as lead financial confidant to FCA. Bank of America, Barclays, Citigroup, d’Angelin Co., J.P. Morgan and UBS also supposing financial recommendation to a company. Sullivan Cromwell LLP, De Brauw Blackstone Westbroek and Darrois Villey Maillot Brochier acted as authorised warn to FCA.
Messier Maris Associés acted as lead financial confidant to PSA. Morgan Stanley also supposing financial recommendation to a company. Bredin Prat acted as authorised warn to PSA.
3Represents FCA Net Revenues, incompatible Magneti Marelli, and Groupe PSA Revenue incompatible Faurecia Revenue to Third Parties
4Represents FCA Adjusted EBIT, incompatible Magneti Marelli, and Groupe PSA Recurring Operating Income incompatible Faurecia
5Excluding Faurecia and Magneti Marelli
6To accommodate a design of carrying a “majority of eccentric directors”, 5 out of 9 non-executive directors need to be independent
7Employee member would be tangible formed on authorised mandate during all levels
8Bpifrance shall embody jointly Bpifrance Participations S.A. and a wholly-owned auxiliary Lion Participations SAS
9Up to 1% of a shares of a joined entity and a commission of shares sole by Bpifrance, other than to a Peugeot Family (subject to a altogether limit of 2.5%)
+1 248 576 9257?
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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
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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 revisit www.fcagroup.com
About Groupe PSA
Groupe PSA designs singular automotive practice and delivers mobility solutions to accommodate all patron expectations. The Group, that employs 210,000 people, has 5 automobile brands, Peugeot, Citroën, DS, Opel and Vauxhall and provides a far-reaching array of mobility and intelligent services underneath a Free2Move brand. Its ‘Push to Pass’ vital devise represents a initial step towards a feat of a Group’s prophesy to be “a tellurian carmaker with cutting-edge potency and a heading mobility provider nutritious lifetime patron relationships”. An early dignitary in a margin of autonomous and connected cars, Groupe PSA is also concerned in financing activities by Banque PSA Finance and in automotive apparatus around Faurecia.
Media library: medialibrary.groupe-psa.com
This request contains forward-looking statements. In particular, these forward-looking statements embody statements per destiny financial opening and a expectations of FCA and PSA (the “Parties”) as to a feat of certain targeted metrics during any destiny date or for any destiny duration are forward-looking statements. These statements might embody terms such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”, or identical terms. Forward-looking statements are not guarantees of destiny performance. Rather, they are formed on a Parties’ stream state of knowledge, destiny expectations and projections about destiny events and are by their nature, 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 forward-looking statements as a outcome of a accumulation of factors, including: a ability of PSA and FCA and/or a sum organisation ensuing from a due transaction (together with a Parties, a “Companies”) to launch new products successfully and to say automobile conveyance volumes; changes in a tellurian financial markets, ubiquitous mercantile sourroundings and changes in direct for automotive products, that is theme to cyclicality; changes in internal mercantile and domestic conditions, changes in trade process and a deception of tellurian and informal tariffs or tariffs targeted to a automotive industry, a dramatization of taxation reforms or other changes in taxation laws and regulations; a Companies’ ability to enhance certain of their brands globally; a Companies’ ability to offer innovative, appealing products; a Companies’ ability to develop, make and sell vehicles with modernized facilities including extended electrification, connectivity and autonomous-driving characteristics; several forms of claims, lawsuits, bureaucratic investigations and other contingencies, including product guilt and guaranty claims and environmental claims, investigations and lawsuits; element handling expenditures in propinquity to correspondence with environmental, health and reserve regulations; a heated turn of foe in a automotive industry, that might boost due to consolidation; bearing to shortfalls in a appropriation of a Parties’ tangible advantage grant plans; a ability to yield or arrange for entrance to adequate financing for dealers and sell business and compared risks compared to a investiture and operations of financial services companies; a ability to entrance appropriation to govern a Companies’ business skeleton and urge their businesses, financial condition and formula of operations; a poignant malfunction, intrusion or confidence crack compromising information record systems or a electronic control systems contained in a Companies’ vehicles; a Companies’ ability to comprehend expected advantages from corner try arrangements; disruptions outset from political, amicable and mercantile instability; risks compared with a family with employees, dealers and suppliers; increases in costs, disruptions of supply or shortages of tender materials; developments in labor and industrial family and developments in germane labor laws; sell rate fluctuations, seductiveness rate changes, credit risk and other marketplace risks; domestic and polite unrest; earthquakes or other disasters; uncertainties as to either a due business multiple discussed in this request will be done or as to a timing thereof; a risk that a proclamation of a due business multiple might make it some-more formidable for a Parties to settle or say family with their employees, suppliers and other business partners or bureaucratic entities; a risk that a businesses of a Parties will be adversely impacted during a pendency of a due business combination; risks compared to a regulatory approvals required for a combination; a risk that a operations of PSA and FCA will not be integrated successfully and other risks and uncertainties.
Any forward-looking statements contained in this request pronounce usually as of a date of this request and a Parties dissent any requirement to refurbish or correct publicly forward-looking statements. Further information concerning a Parties and their businesses, including factors that could materially impact a Parties’ financial results, are enclosed in FCA’s reports and filings with a U.S. Securities and Exchange Commission, a AFM and CONSOB and PSA’s filings with a AFM.