October 31, 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, as nice from time to time and as implemented in any member State of a European Economic Area and underneath French and Dutch law and regulation.
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 finished accessible for giveaway to shareholders in a United States.
Rueil-Malmaison and London, Oct 31, 2019
The Supervisory Board of Peugeot S.A. and a Board of Directors of FCA N.V. (“FCA”) (NYSE: FCAU / MTA: FCA) have any unanimously concluded to work toward a full multiple of their particular businesses by approach of a 50/50 merger. Both play have given a charge to their particular teams to finalize a discussions to strech a contracting Memorandum of Understanding in a entrance weeks.
The devise to mix a Groupe PSA and FCA businesses follows complete discussions between a comparison managements of a dual companies. Both share a self-assurance that there is constrained proof for a confidant and wilful pierce that would emanate an attention personality with a scale, capabilities and resources to constraint successfully a opportunities and conduct effectively a hurdles of a new epoch in mobility.
The due multiple would emanate a fourth largest tellurian OEM in terms of section sales (8.7 million vehicles), with sum revenues of scarcely €170 billion1 and repeated handling distinction of over €11 billion2 on a elementary many-sided basement of 2018 formula incompatible Magneti Marelli and Faurecia. The poignant value summation ensuing from a transaction is estimated to be approximately €3.7 billion in annual run-rate synergies subsequent predominantly from a some-more fit allocation of resources for large-scale investments in automobile platforms, powertrain and record and from a extended purchasing capability fundamental in a sum group’s new scale. These synergy estimates are not formed on any plant closures.
It is projected that 80 percent of a synergies would be achieved after 4 years. The sum one-time cost of achieving a synergies is estimated during €2.8 billion.
The shareholders of any association would possess 50 percent of a equity of a newly sum organisation and would therefore share equally in a advantages outset from a combination. The transaction would be influenced by approach of a partnership underneath a Dutch primogenitor association and a governance structure of a new association would be offset between a contributing shareholders, with a infancy of a directors being independent. The Board would be stoical of 11 members. Five Board members would be nominated by FCA (including John Elkann as Chairman) and 5 would be nominated by Groupe PSA (including a Senior Independent Director and a Vice Chairman)3. The Chief Executive Officer would be Carlos Tavares for an initial tenure of 5 years and he would also be a member of a Board.
Carlos Tavares said, “This joining brings poignant value to all a stakeholders and opens a splendid destiny for a sum entity. I’m gratified with a work already finished with Mike and will be really happy to work with him to build a good association together.”
Mike Manley said, “I’m gay by a event to work with Carlos and his group on this potentially industry-changing combination. We have a prolonged story of successful cooperation with Groupe PSA and we am assured that together with a good people we can emanate a universe class global mobility company.”
The new group’s Dutch-domiciled primogenitor association would be listed on Euronext (Paris), a Borsa Italiana (Milan) and a New York Stock Exchange and would continue to say poignant presences in a stream handling head-office locations in France, Italy and a U.S.
It is due that a bylaws of a new sum association would yield that a faithfulness voting module will not work to extend voting rights to any singular shareholder in a Shareholders Meeting surpassing 30 percent4 of a sum votes cast. It is also foreseen that there would be no lift over of existent double voting rights though that new double voting rights would accumulate after a three-year holding duration after execution of a merger.
A delay in honour of a shareholdings of EXOR N.V., Bpifrance Participations SA, DFG and a Peugeot Family would request for a duration of 7 years following execution of a merger. EXOR, Bpifrance Participations and a Peugeot Family would be theme to a three-year lock-up in honour of their shareholdings solely that a Peugeot Family would be available to boost a shareholding by adult to 2.5 percent during a initial 3 years following a closing, usually by appropriation shares from Bpifrance Participations and DFG.
Prior to a execution of a transaction, FCA would discharge to a shareholders a special division of €5.5 billion, as good as a shareholding in Comau. In addition, before to completion, Peugeot would discharge to a shareholders a 46 percent interest in Faurecia. This would capacitate a sum groups’ shareholders to equally share in a synergies and advantages that would upsurge from a partnership while noticing a poignant value of FCA’s differentiated height in North America and clever position in Latin America, including a market-leading margins in those regions. It would also simulate a combined value that FCA’s higher-end tellurian brands Alfa Romeo and Maserati would move given their estimable expansion potential.
The extended portfolio would cover all marketplace segments with iconic brands and clever products formed on rationalized platforms and optimization of investments.
The offer would be submitted to a information and conference routine of a germane worker bodies, and would be theme to prevalent shutting conditions, including final house approvals of a contracting Memorandum of Understanding and agreement on decisive documentation.
1 Represents FCA Net Revenues, incompatible Magneti Marelli, and Groupe PSA Revenue incompatible Faurecia Revenue to Third Parties.
2 Represents FCA Adjusted EBIT, incompatible Magneti Marelli, and Groupe PSA Recurring Operating Income incompatible Faurecia
3 Employee member would be tangible formed on authorised mandate during all levels
4 No restraint minority in a Dutch entity; all a decisions finished by elementary infancy of votes of quorum50%
Vice President, Investor Relations
+1 248 576 9257
Senior Vice President, Investor Relations
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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
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Leonardo Guan, [email protected], +86 21 2218 7896
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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
FCA FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements. These statements are formed on a FCA’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 approaching synergies therefrom, and many other risks and uncertainties, many of that are outward of a FCA’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 communication 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 communication includes some information on specific transaction proposals that sojourn theme to discussions and certain approvals and other conditions.
GROUPE PSA FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements with honour to a financial condition, formula of operations and business of Groupe PSA, including a approaching effects of any due transaction.
Such forward-looking statements are theme to famous and different risks, uncertainties and other factors that are over a control of Groupe PSA, including, among other things, a probability that a approaching synergies and value origination from a transaction will not be realized, or will not be satisfied within a approaching time period; a risk that a businesses will not be integrated successfully; a probability that a transaction will not accept a compulsory approvals, that a approaching timing of such approvals will be behind or will need actions that adversely impact a advantages approaching to satisfied in a transaction; and a probability that a transaction does not close. Neither Groupe PSA, nor any of a particular directors, officers, employees and advisors nor any other chairman is therefore in a position to make any illustration as to a correctness of a forward-looking statements enclosed in this communication, such as mercantile projections and predictions or their impact on a financial condition, credit rating or financial form of Groupe PSA, or a marketplace for a shares of Groupe PSA. The tangible performance, a success and a expansion over time of a business activities of Groupe PSA might differ materially from a performance, a success and a expansion over time voiced in or pragmatic from a forward-looking statements contained in this communication.
Groupe PSA 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 communication is theme to change but notice.
Groupe PSA shall not have any requirement to scold any inaccuracies herein or omissions herefrom that might turn apparent.