Fiat Chrysler merger creates fourth-largest carmaker (UPDATES)

Fiat Chrysler makes merger deal with Peugeot's Groupe PSA

Oct. 30, 2019

Fiat Chrysler Automobiles NV and French automaker Peugeot's Groupe PSA have agreed to merge, creating a global automaker seeking to compete in an industry evolving toward autonomy and electrification.

The boards of both companies approved moving ahead with the transaction. The combined company likely would be led by PSA CEO Carlos Tavares, 61, and its board would be chaired by John Elkann, chairman of FCA, according to two sources familiar with the situation. FCA CEO Mike Manley, six years younger than Tavares, likely would become chief operating officer and run its North American operations from Auburn Hills.

The proposed merger comes amid FCA's national contract talks with the United Auto Workers, a quadrennial Detroit rite that is not expected to be impacted by news of the company's second potential transatlantic deal this year. Still, the prospect unnerves John Barbosa of Irish Hills, a 14-year employee at FCA's Dundee Engine Plant. He says the combination worries him after seeing reports of PSA cutting jobs to make profit and using many temporary employees.

"We have our contract that is coming up," Barbosa said, noting the UAW deal with General Motors Co. was "pretty sad" given the closure of three plants and a distribution center. "We are kind of expecting the same thing from Fiat Chrysler, and add PSA group to that mix, that will just make sure that the workers will not continue to get their share."

The combination of FCA, Detroit's No. 3 automaker, and PSA, Europe's second-largest car manufacturer, would create the world’s No. 4 automaker, delivering economies of scale to rival European juggernaut Volkswagen AG and shaking up the greater global auto industry. Combined annual sales of 8.7 million vehicles would rank the combined company ahead of General Motors Co.’s 8.4 million vehicles sold last year.

"In two major markets, the competition will be increased," said Ferdinand Dudenhöffer, a professor of automotive economics of the Center for Automotive Research at the University of Duisburg-Essen in Germany. "That will hurt the Japanese, even the smaller Japanese companies like Honda ... and Toyota a little bit. It puts pressure on Ford, which is weak in Europe."

Added Karl Brauer, executive publisher at Cox Automotive: “Neither FCA nor PSA, independently, are in a position to lead the industry in vehicle sales and product development. But as a united front they are immediately back in the fight to compete for volume, market share and advanced technology with today’s more powerful automakers."

This isn't the first time FCA and PSA explored a full-scale merger. Before the maker of Fiat, Jeep and Ram vehicles last spring entered into talks with Renault SA of France — talks ultimately scuttled by meddling from the French government and opposition from Renault partner Nissan Motor Corp. — FCA and PSA moved deeply into merger talks of their own.

Less than six months later, the automakers now are expected to confirm an agreement as early as Thursday, paving the way for the two companies to launch a series of due diligence talks to further detail areas of cooperation, regional responsibilities and engineering efficiencies.

Fiat Chrysler "confirms there are ongoing discussions aimed at creating one of the world's leading mobility Groups," the automaker said in a statement Wednesday in advance of a scheduled meeting of its directors. "FCA has nothing further to add at this time."

The industrial logic of the deal is expected to trace the outline of FCA's aborted merger with Renault, pooling resources to fund next-generation technology even as powertrain combinations and vehicle architectures are rationalized.

In a statement in May confirming plans to move ahead with the transatlantic merger, FCA and Renault said the "benefits of the proposed transaction are not predicated on plant closures, but would be achieved through more capital efficient investment in common global vehicle platforms, architectures, powertrains and technologies."

Like the proposed FCA-Renault deal, an FCA-PSA tie-up likely would maintain three headquarters to accommodate parochial sensibilities: one in Paris, a second in Auburn Hills and a third in Turin, Italy, home to FCA's precursor, Fiat SpA, and the founding Agnelli family now represented by Elkann. And operational decisions, such as FCA's commitment to build a new Jeep plant in Detroit, would be unaffected, as would U.S. employment.

The 50-50 merger with Renault would have created the third-largest global automaker behind Volkswagen and Toyota Motor Corp. The deal could have leveraged Renault's strengths in Europe and a decade of experience in electrification with Fiat Chrysler's advantages in North America and Latin America. And shares in the parent company would have been traded on exchanges in Paris, Milan and New York.

But in June, Fiat Chrysler revoked its offer to merge with Renault over conditions imposed by the French government, which holds a 15% stake in Renault, and the automaker's Japanese partner, Nissan. Leaders at Fiat Chrysler and Renault, however, have said they remained open to a possible combination.

"In economic terms, Renault would be a better deal to go with," Dudenhöffer said. "But in practical terms, Peugeot could be realized in the short term, and that is important."

During the FCA-Renault talks, French Finance Minister Bruno Le Maire said that there was no need to rush merger discussions, part of a concerted effort by the government to guard against politically potent plant closings and job cuts frequently associated with industrial mergers. But Le Maire's office Wednesday signaled it may have realized combining two profitable automakers like FCA and PSA is better than one.

“Consolidation in the world car industry is necessary and France wants to play its full role,” the Finance Ministry said in a statement Wednesday, according to Bloomberg News. “The two French automakers, with their respective partners, would thus be among the world’s top four.”

PSA is no stranger to the French government's influence. Although the French state's investment agency owns the Renault shares, France's sovereign wealth fund, BPIfrance, is in a three-way tie for the majority shareholder of PSA. BPIfrance owns 12.2% of the company. The other two top shareholders are the Peugeot family and Dongfeng Motor Corp., a state-owned automaker in China.

"While there may be great benefits to partnering," Michelle Krebs, an analyst at Cox Automotive, said, "time will tell if this deal sticks."

Conversations between Fiat Chrysler and PSA began earlier this year, when PSA sent out advisers for a deal to turn the company into a global player, according to Bloomberg. Manley, FCA's CEO, said in March he would look at "any deal that would make Fiat stronger." The company has been working to repair its European business, home to its Fiat namesake.

And PSA has a history of taking American brand businesses on the continent and turning them around: In 1978, it purchased the failing Chrysler Europe and assumed its debt as the U.S. parent firm faced financial troubles. In 2017, when GM was abandoning the European market after decades of losses, the Tavares-led PSA bought the Detroit automaker's Opel and Vauxhall brands for $2.33 billion, creating Europe’s No. 2 automaker after Volkswagen. The brands represented $18.3 billion in revenue in 2018.

Tavares' strength is in restructuring, experts say. The Portuguese-born executive schooled in France honed his craft under Carlos Ghosn, his one-time boss at Renault who formerly headed the Renault-Nissan alliance and now is awaiting trial in Japan for misappropriating Nissan funds.

To turn around Germany-based Opel and Vauxhall, Tavares slimmed the number of platforms, consolidated engineering operations and cut thousands of jobs. He has the potential to be the kind of leader to make a deal between FCA and PSA work, AllianceBernstein Holding LP analyst Max Warburton said in a note.

"In our view the combination of FCA and PSA has more logic than the previously attempted FCA-RNO deal," he wrote, "and has a far greater chance of success."

Before his death last year, Manley's predecessor, the late Sergio Marchionne, repeatedly predicted that global automakers would need to partner in order to survive a changing industry beset with increasingly stringent emissions standards and the steady creep toward autonomous and electric vehicles — going so far as presenting his argument in 2015 in his "Confessions of a Capital Junkie."

Marchionne doubled down on Fiat's deal with Chrysler in 2008. He tried to woo GM and its CEO, Mary Barra, into a blockbuster Detroit merger, but failed. He courted Volkswagen, at least from afar, until its Dieselgate scandal, executive turmoil and the massive costs that followed rendered any kind of partnership unlikely.

"PSA is a big global automaker with a good European foothold and technologies FCA could benefit from," said Akshay Anand, executive analyst for Kelley Blue Book. "FCA has a big imprint in the U.S., a market PSA is trying to get into. On the surface, it makes sense."

In theory, a combined company could consolidate platforms and address excess capacity issues for the aging portfolios of the Fiat, Opel and Vauxhall brands. PSA also brings some innovations in the Autos 2.0 space, such as ride-sharing and electrification — areas in which experts say Fiat Chrysler is lagging, especially in the face of hefty carbon-emission fines in Europe.

"FCA is far behind competition in e-mobility," Jürgen Pieper, automotive senior advisor at Bankhaus Metzler, wrote in an email. "PSA is at least OK."

Meanwhile, PSA plans to re-enter the rich North American retail market after leaving it in 1991 in the midst of a recession. The Peugeot brand would lead the company's introduction into Canada and the United States by 2026.

PSA has made one step into North America: It launched its free-floating ride-share service, Free2Move, last year in Washington, D.C. The service used Chevrolet Cruzes and Equinoxes, though it planned to use Peugeot models in the future.

The merger likely would not provide much support in China, the world's largest auto market. Both entered the market in the late 1980s, only a few years later to fold. Even though the companies have since re-entered the region, that still has left a bad taste in the mouth of Chinese customers, said Michael Dunne, CEO of ZoZo Go LLC, a Chinese electric mobility company based in Hong Kong..

"I see it as an opportunity to turn a new page for both automakers," Dunne said. "The industry is slowing in China. We can see consolidation on the horizon. They could combine their efforts to survive and thrive."

Fiat Chrysler and PSA have had a standing working relationship since 1981 when they opened together their Sevel plant in Italy. In February, the companies extended the cooperation agreement to 2023 and increased production capacity. The Sevel plant makes the Fiat Ducato, Peugeot Boxer and Citroën Jumper large vans as well as additional versions for PSA's Opel and Vauxhall brands.

PSA is present in 160 countries and possesses 16 production sites across the world. It traces its roots to 1810, when the Peugeot company began in the metal industry. It introduced its first gasoline-fueled vehicle in 1890. In 1976, Peugeot merged with Citroën SA, which launched its first vehicle in 1919. The combined PSA Peugeot Citroën became Groupe PSA — Peugeot Society Anonymous — a name that dates to 1966.

In 2018, PSA posted revenue of $82.2 billion. Fiat Chrysler's was $128 billion.

SOURCE

Groupe PSA and FCA plan to join forces to build a world leader for a new era in sustainable mobility
Discussions have opened a path to the creation of a new group with global scale and resources owned 50% by Groupe PSA shareholders and 50% by FCA shareholders. In a rapidly changing environment, with new challenges in connected, electrified, shared and autonomous mobility, the combined entity would leverage its strong global R&D footprint and ecosystem to foster innovation and meet these challenges with speed and capital efficiency.

• The combination would create the 4th largest global OEM in terms of annual unit sales (8.7m vehicles)
• At its inception, the combined company would realize among the highest margins in the markets where it would operate, based on FCA’s strength in North America and Latin America and Groupe PSA’s in Europe
• The combination would unite the groups’ respective brand strengths across Luxury, Premium, Mainstream Passenger Car, SUV and Trucks & Light Commercial – making them stronger together
• The merged entity would bring together the companies’ extensive and growing capabilities in the technologies shaping the new era of sustainable mobility, including electrified powertrain, autonomous driving and digital connectivity
• Approximately €3.7 billion estimated annual run-rate synergies without any plant closures resulting from the transaction
• Highly respected combined management team recognised for exceptional value creation and with proven success in previous OEM combinations
• Dutch parent company Board would have balanced representation and a majority of independent Directors. John Elkann as Chairman and Carlos Tavares as CEO and member of the Board

October 31, 2019 , Rueil-Malmaison and London - IMPORTANT NOTICE

By reading the following release, you further agree to be bound by the following limitations and qualifications:

This communication is for informational purposes only and is not intended to and does not constitute an offer or invitation to exchange or sell or solicitation of an offer to subscribe for or buy, or an invitation to exchange, purchase or subscribe for, any securities, any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication should not be construed in any manner as a recommendation to any reader of this communication.

This communication is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017, as amended from time to time and as implemented in each member State of the European Economic Area and under French and Dutch law and regulation.

An offer of securities in the United States pursuant to a business combination transaction will only be made, as may be required, through a prospectus which is part of an effective registration statement filed with the 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 the United States are advised to read the registration statement when and if it is declared effective by the US Securities and Exchange Commission because it will contain important information relating to the proposed transaction. You may obtain copies of all documents filed with the SEC regarding the proposed transaction, documents incorporated by reference, and FCA’s SEC filings at the SEC’s website at http://www.sec.gov. In addition, the effective registration statement will be made available for free to shareholders in the United States.

Rueil-Malmaison and London, October 31st 2019

The Supervisory Board of Peugeot S.A. and the Board of Directors of FCA N.V. (“FCA”) (NYSE: FCAU / MTA: FCA) have each unanimously agreed to work towards a full combination of their respective businesses by way of a 50/50 merger. Both boards have given the mandate to their respective teams to finalize the discussions to reach a binding Memorandum of Understanding in the coming weeks.

The plan to combine the Groupe PSA and FCA businesses follows intensive discussions between the senior managements of the two companies. Both share the conviction that there is compelling logic for a bold and decisive move that would create an industry leader with the scale, capabilities and resources to capture successfully the opportunities and manage effectively the challenges of the new era in mobility.

The proposed combination would create the 4th largest global OEM in terms of unit sales (8.7 million vehicles), with combined revenues of nearly €170 billion1 and recurring operating profit of over €11 billion2 on a simple aggregated basis of 2018 results excluding Magneti Marelli and Faurecia. The significant value accretion resulting from the transaction is estimated to be approximately €3.7 billion in annual run-rate synergies derived principally from a more efficient allocation of resources for large-scale investments in vehicle platforms, powertrain and technology and from the enhanced purchasing capability inherent in the combined group’s new scale. These synergy estimates are not based on any plant closures.

It is projected that 80% of the synergies would be achieved after 4 years. The total one-time cost of achieving the synergies is estimated at €2.8 billion.

The shareholders of each company would own 50% of the equity of the newly combined group and would therefore share equally in the benefits arising from the combination. The transaction would be affected by way of a merger under a Dutch parent company and the governance structure of the new company would be balanced between the contributing shareholders, with the majority of the directors being independent. The Board would be composed of 11 members. Five Board members would be nominated by FCA (including John Elkann as Chairman) and five would be nominated by Groupe PSA (including the Senior Independent Director and the Vice Chairman)3. The Chief Executive Officer would be Carlos Tavares for an initial term of five years and he would also be a member of the Board.

Carlos Tavares said: “This convergence brings significant value to all the stakeholders and opens a bright future for the combined entity. I’m pleased with the work already done with Mike and will be very happy to work with him to build a great company together.”

Mike Manley said, "I'm delighted by the opportunity to work with Carlos and his team on this potentially industry-changing combination. We have a long history of successful cooperation with Groupe PSA and I am convinced that together with our great people we can create a world class global mobility company."

The new group’s Dutch-domiciled parent company would be listed on Euronext (Paris), the Borsa Italiana (Milan) and the New York Stock Exchange and would continue to maintain significant presences in the current operating head-office locations in France, Italy and the US.

It is proposed that the by-laws of the new combined company would provide that the loyalty voting program will not operate to grant voting rights to any single shareholder in the Shareholders Meeting exceeding 30%4 of the total votes cast. It is also foreseen that there would be no carry over of existing double voting rights but that new double voting rights would accrue after a three-year holding period after completion of the merger.

A standstill in respect of the shareholdings of EXOR N.V., Bpifrance Participations SA, DFG and the Peugeot Family would apply for a period of 7 years following completion of the merger. EXOR, Bpifrance Participations and the Peugeot Family would be subject to a 3-year lock-up in respect of their shareholdings except that the Peugeot Family would be permitted to increase its shareholding by up to 2.5% during the first 3 years following the closing, only by acquiring shares from Bpifrance Participations and DFG.

Prior to the completion of the transaction, FCA would distribute to its shareholders a special dividend of €5.5 billion, as well as its shareholding in Comau. In addition, prior to completion, Peugeot would distribute to its shareholders its 46% stake in Faurecia. This would enable the combined groups’ shareholders to equally share in the synergies and benefits that would flow from a merger while recognizing the significant value of FCA’s differentiated platform in North America and strong position in Latin America, including its market-leading margins in those regions. It would also reflect the added value that FCA’s higher-end global brands Alfa Romeo and Maserati would bring given their substantial development potential.

The extended portfolio would cover all market segments with iconic brands and strong products based on rationalized platforms and optimization of investments.

The proposal would be submitted to the information and consultation process of the relevant employee bodies, and would be subject to customary closing conditions, including final board approvals of the binding Memorandum of Understanding and agreement on definitive documentation.

1 Represents FCA Net Revenues, excluding Magneti Marelli, and Groupe PSA Revenue excluding Faurecia Revenue to Third Parties.

2 Represents FCA Adjusted EBIT, excluding Magneti Marelli, and Groupe PSA Recurring Operating Income excluding Faurecia

3 Employee representatives would be defined based on legal requirements at all levels

4 No blocking minority in a Dutch entity; all the decisions made by simple majority of votes of quorum>50%

Contacts:

Investor enquiries:

FCA
Joe Veltri
Vice President, Investor Relations
+1 248 576 9257
[email protected]

Groupe PSA
Andrea Bandinelli
Senior Vice President, Investor Relations
+ 33 6 82 58 86 04
[email protected]

Media enquiries:

FCA
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
Leonardo Guan, [email protected], +86 21 2218 7896
Lucy McLellan, [email protected], +61 3 8698 0200

Groupe PSA
Pierre Olivier Salmon, [email protected], +33 6 76 86 45 48
Karine Douet, [email protected], +33 6 61 64 03 83

UK/USA
Sard Verbinnen & Co
Jon Aarons, Robert Rendine
+44 20 7467 1050/+1 212 687 8080
[email protected]

Italy
Community, Strategic Communications Advisers
Auro Palomba, Marco Rubino
+39 02 89404231
[email protected]

France
Image 7
Anne-France Malrieu, Flore Larger
+33 1 53 70 74 95/+33 1 53 70 74 90
[email protected]

About FCA
Fiat Chrysler Automobiles (FCA) is a global automaker that designs, engineers, manufactures and sells vehicles in a portfolio of exciting brands, including Abarth, Alfa Romeo, Chrysler, Dodge, Fiat, Fiat Professional, Jeep®, Lancia, Ram and Maserati. It also sells parts and services under the Mopar name and operates in the components and production systems sectors under the Comau and Teksid brands. FCA employs nearly 200,000 people around the globe. For more information regarding FCA, please visit www.fcagroup.com.

About Groupe PSA
Groupe PSA designs unique automotive experiences and delivers mobility solutions to meet all customer expectations. The Group, which employs 210,000 people, has five car brands, Peugeot, Citroën, DS, Opel and Vauxhall and provides a wide array of mobility and smart services under the Free2Move brand. Its ‘Push to Pass’ strategic plan represents a first step towards the achievement of the Group’s vision to be “a global carmaker with cutting-edge efficiency and a leading mobility provider sustaining lifetime customer relationships”. An early innovator in the field of autonomous and connected cars, Groupe PSA is also involved in financing activities through Banque PSA Finance and in automotive equipment via Faurecia.
Media library: medialibrary.groupe-psa.com
Twitter: @GroupePSA_EN

FCA FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements. These statements are based on the FCA’s current expectations and projections about future events and, by their nature, are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including: volatility and deterioration of capital and financial markets, changes in commodity prices, changes in general economic conditions, economic growth and other changes in business conditions, weather, floods, earthquakes or other natural disasters, changes in government regulation, production difficulties, including capacity and supply constraints, uncertainties as to whether the proposed business combination will be agreed or consummated or as to the timing thereof as well as the realization of the anticipated synergies therefrom, and many other risks and uncertainties, most of which are outside of the FCA’s control.

FCA and its affiliates, directors, advisors, employees and representatives, expressly disclaim any liability whatsoever for such forward-looking statements.

Forward-looking statements speak only as of the date they are made. FCA does not assume any obligation to update any public information or forward-looking statement in this communication to reflect new information, future events or circumstances or for any other reason after the date of this communication, except as may be required by applicable laws, and any opinion expressed in this communication is subject to change without notice. FCA shall not have any obligation to correct any inaccuracies therein or omissions therefrom which may become apparent.

This communication includes some information on specific transaction proposals that remain subject to discussions and certain approvals and other conditions.

GROUPE PSA FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements with respect to the financial condition, results of operations and business of Groupe PSA, including the expected effects of any proposed transaction.

Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which are beyond the control of Groupe PSA, including, among other things, the possibility that the expected synergies and value creation from the transaction will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; the possibility that the transaction will not receive the necessary approvals, that the expected timing of such approvals will be delayed or will require actions that adversely impact the benefits expected to realized in the transaction; and the possibility that the transaction does not close. Neither Groupe PSA, nor any of its respective directors, officers, employees and advisors nor any other person is therefore in a position to make any representation as to the accuracy of the forward-looking statements included in this communication, such as economic projections and predictions or their impact on the financial condition, credit rating or financial profile of Groupe PSA, or the market for the shares of Groupe PSA. The actual performance, the success and the development over time of the business activities of Groupe PSA may differ materially from the performance, the success and the development over time expressed in or implied from the forward-looking statements contained in this communication.

Groupe PSA does not assume any obligation to update any public information or forward-looking statement in this communication to reflect new information, future events or circumstances or for any other reason after the date of this communication, except as may be required by applicable laws, and any opinion expressed in this communication is subject to change without notice.

Groupe PSA shall not have any obligation to correct any inaccuracies herein or omissions herefrom which may become apparent.



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Niel Golightly

Shawn Morgan


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Fiat Chrysler and Peugeot S.A. Agree to $48 Billion Merger

The merger will result in the world’s fourth-largest automaker.

Oct 31, 2019



It’s official: after rumblings of a merger, Fiat Chrysler and Peugeot owner PSA are making it happen.


The deal calls for an equal split, with 50 percent ownership of the new group for each existing company. In 2018 FCA and PSA combined produced 8.7 million vehicles globally, enough to put them in a solid fourth place, behind Volkswagen AG, Toyota, and Renault-Nissan-Mitsubishi.


This level of scale is necessary, say the automakers, to address the industry’s moves into electric vehicles as well as autonomous tech. FCA expects savings of roughly $4 billion per year thanks to the merger, plus zero plant closures.


FCA—which includes Jeep, Chrysler, Dodge, Ram, Alfa Romeo and Fiat—has a strong presence in the North American market. It’s an arena Peugeot has vowed to re-enter in the next few years, which makes the partnership all the more important. Meanwhile the lion-badged brand is second in sales in Europe, selling alongside partners Citroën and Vauxhall/Opel.


PSA is no stranger to mergers, having just picked up Vauxhall/Opel from General Motors in 2017.


The new mega-company will be headquartered in the Netherlands, where Fiat Chrysler has its current HQ. John Elkann, current FCA chairman, will take the same position at the new company. The board would consist of 11 members: five from each existing company, plus current PSA CEO Carlos Tavares. Tavares will also keep his title post-merger, as CEO for at least five years.


Both companies expect to finalize the deal in the coming weeks.


Tavares had this to say on the merger: “This convergence brings significant value to all the stakeholders and opens a bright future for the combined entity. I’m pleased with the work already done with Mike and will be very happy to work with him to build a great company together.”

GM sues Fiat Chrysler alleging bribery scheme in union negotiations
Nov 20 2019

• General Motors accused Fiat Chrysler in a lawsuit filed Wednesday of undermining its collective bargaining negotiations with the United Autoworkers Union.
• GM said the alleged bribery scheme was authorized at the highest levels of Fiat Chrysler, including the company’s late CEO, Sergio Marchionne.
• Earlier this month, federal prosecutors charged retired UAW Vice President and former GM board member Joseph Ashton with fraud and money laundering, as part of its corruption probe into the union.

General Motors filed a federal racketeering lawsuit against Fiat Chrysler and its former executives on Wednesday, accusing the automaker of bribing United Auto Workers officials to receive more favorable terms in labor negotiations.
“This lawsuit is intended to hold FCA accountable for the harm its actions have caused our company and to ensure a level playing field going forward,” Craig Glidden, GM’s general counsel, said in a statement.

GM said that Fiat Chrysler “corrupted” collective bargaining agreements between GM and UAW in 2009, 2011 and 2015 by paying millions in dollars in bribes.
“FCA was the clear sponsor of pervasive wrongdoing, paying millions of dollars in bribes to obtain benefits, concessions, and advantages in the negotiation, implementation, and administration of labor agreements over time,” the company said in a statement.
GM said the alleged bribery scheme was authorized at the highest levels of Fiat Chrysler, including the company’s late CEO Sergio Marchionne. The automaker is seeking damages to recoup losses resulting from what it claims was a “systematic and near decade-long conspiracy” to undermine GM’s negotiations with UAW officials.
Fiat Chrysler called the lawsuit “meritless” and said it plans to vigorously defend itself.
“We are astonished by this filing, both its content and its timing. We can only assume this was intended to disrupt our proposed merger with PSA as well as our negotiations with the UAW,” the Italian-American automaker said in a statement. The company last month announced a tentative agreement to merge with Peugeot maker PSA Group, creating the fourth-largest automaker in the world.

GM’s general counsel told reporters on a conference call Wednesday that the lawsuit has no bearing on the ongoing merger discussions between Fiat Chrysler and PSA Group. Glidden also said that the lawsuit won’t affect existing collective bargaining agreements, and that there are no current allegations against Fiat Chrysler CEO Michael Manley.
Shares of GM slipped 3% following the news, while Fiat Chrysler shares dropped nearly 4% during midday trading.

SOURCE

FCA: General Motors’ Lawsuit Without Merit


November 20, 2019 , London -

Fiat Chrysler Automobiles (“FCA” NYSE: FCAU /MTA: FCA) confirms that it will defend itself vigorously against the lawsuit filed yesterday by General Motors. FCA believes General Motors’ claims are nothing more than a meritless attempt to divert attention from that company’s own challenges.

This astonishing ploy comes at a time when FCA is proving itself to be an ever more formidable competitor that continues to create significant value for all its stakeholders through the successful implementation of its long-term strategy. This includes the proposed merger with PSA, which itself completed the successful turnaround of the European businesses it acquired not long ago from General Motors.

FCA will deal with this extraordinary attempt at distraction through the appropriate channels and will stay focused on continuing to deliver record results while realizing an exciting vision for the future of the industry. FCA is confident that it will prevail in defending itself against these claims in court and will also pursue all available remedies in response to this groundless lawsuit.

Fiat Chrysler, PSA boards OK merger to create fourth-largest carmaker

Dec. 17, 2019

The boards of Fiat Chrysler Automobiles NV and PSA Group have approved another step toward a merger of the Italian-American and French manufacturers to create the world’s fourth-biggest carmaker, people familiar with the situation said.

Fiat Chrysler’s directors accepted the deal late Tuesday following a unanimous endorsement by PSA’s board, said the people, asking not to be identified discussing confidential matters. The companies expect to announce the signing of a binding memorandum of understanding before markets in Europe open on Wednesday, the people said.

PSA and Fiat Chrysler representatives declined to comment.

The merger would forge a regional powerhouse to rival Germany’s Volkswagen AG and have a stock-market value of about $46 billion, surpassing Ford Motor Co. The tie-up would also bring together two auto-making dynasties – the billionaire Agnelli clan of Italy, led by Fiat Chairman John Elkann, and the Peugeots of France.

When the two companies revealed their merger discussions six weeks ago, they sketched out a plan for a 50-50 Netherlands-based holding company led by PSA Chief Executive Officer Carlos Tavares, with Elkann as chairman.

The combination will give Peugeot-maker PSA a long-sought presence in North America and should help Fiat gain ground in developing low-emission technology. Yet it doesn’t fix all of the their shortcomings, Juergen Pieper, an analyst at B. Metzler Seel Sohn & Co. told Bloomberg Television on Tuesday.

The combined business will still lack “very good premium brands” as well as “a good position in China,” he said.

PSA and Fiat have been in talks on and off for months, and were exploring a partnership to share investments and build cars in Europe as early as March, Bloomberg reported at the time.

China’s Dongfeng Motor Corp., which owns 12% of PSA, will see its stake in the combined company decline to 4.5% as a result of the merger and the sale of a portion of its holding to the French carmaker, people with knowledge of the matter said.

Dongfeng’s stake in PSA has attracted attention because of the possibility it could interfere with U.S. regulatory approval for the deal. U.S. economic adviser Larry Kudlow said last month the Trump administration would review the proposed merger because the deal would give the Chinese carmaker a stake in the combined company.

SOURCE

Groupe PSA and FCA agree to merge

New entity will have the leadership, resources and scale to be at the forefront of a new era of sustainable mobility

• Combines companies’ extensive and growing capabilities to address the challenge of shaping the new era of sustainable mobility
• Combined company will be the 4th largest global OEM by volume and 3rd largest by revenue with annual sales of 8.7 million units and combined revenues of nearly €170 billion1
• Creates a diversified business with among the highest margins in its core markets of Europe, North America and Latin America and the opportunity to reshape the strategy in other regions
• Merger will deliver approximately €3.7 billion estimated annual run-rate synergies with no plant closures resulting from the transaction – synergies are expected to be net cash flow positive from year 1
• Strong combined balance sheet and high level of liquidity provide financial flexibility with an investment grade credit rating expected
• Combined company will leverage investment efficiency across a larger scale to develop innovative mobility solutions and cutting edge technologies in new energy vehicles, autonomous driving and connectivity
• Broad portfolio of well-established iconic brands offering best-in-class products covering key vehicle market segments and delivering higher customer satisfaction
• Excellent working relationship between the two management teams, which share successful track records in turnarounds, value creation and successful OEM combinations
• Strong governance structure to underpin combined company performance with John Elkann as Group Chairman and Carlos Tavares as Group CEO, with a majority of independent directors2
• Strong support of long-term shareholders (EXOR N.V., Peugeot Family Group, Bpifrance) who will be represented on the Board

1Represents FCA Net Revenues, excluding Magneti Marelli, and Groupe PSA Revenue excluding Faurecia Revenue to Third Parties

2In compliance with the Dutch corporate governance code



December 18, 2019 , Rueil-Malmaison and London - IMPORTANT NOTICE

By reading the following release, you further agree to be bound by the following limitations and qualifications:

This communication is for informational purposes only and is not intended to and does not constitute an offer or invitation to exchange or sell or solicitation of an offer to subscribe for or buy, or an invitation to exchange, purchase or subscribe for, any securities, any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication should not be construed in any manner as a recommendation to any reader of this communication.

This communication is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017.

An offer of securities in the United States pursuant to a business combination transaction will only be made, as may be required, through a prospectus which is part of an effective registration statement filed with the 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 the United States are advised to read the registration statement when and if it is declared effective by the US Securities and Exchange Commission because it will contain important information relating to the proposed transaction. You may obtain copies of all documents filed with the SEC regarding the proposed transaction, documents incorporated by reference, and FCA’s SEC filings at the SEC’s website at http://www.sec.gov. In addition, the effective registration statement will be made available for free to shareholders in the United States.

Rueil-Malmaison and London, 18 December 2019

Fiat Chrysler Automobiles N.V. (“FCA”) (NYSE: FCAU / MTA: FCA) and Peugeot S.A. (“Groupe PSA”) have today signed a binding Combination Agreement providing for a 50/50 merger of their businesses to create the 4th largest global automotive OEM by volume and 3rd largest by revenue. The proposed combination will be an industry leader with the management, capabilities, resources and scale to successfully capitalize on the opportunities presented by the new era in sustainable mobility.

With its combined financial strength and skills, the merged entity will be particularly well placed to provide innovative, clean and sustainable mobility solutions, both in a rapidly urbanizing environment and in rural areas around the world. The gains in efficiency derived from larger volumes, as well as the benefits of uniting the two companies’ strengths and core competencies, will ensure the combined business can offer all its customers best-in-class products, technologies and services and respond with increased agility to the shift taking place in this highly demanding sector.

The combined company will have annual unit sales of 8.7 million vehicles, with revenues of nearly €170 billion3, recurring operating profit of over €11 billion4 and an operating profit margin of 6.6%, all on a simple aggregated basis of 2018 results5. The strong combined balance sheet provides significant financial flexibility and ample headroom both to execute strategic plans and invest in new technologies throughout the cycle.

The combined entity will have a balanced and profitable global presence with a highly complementary and iconic brand portfolio covering all key vehicle segments from luxury, premium, and mainstream passenger cars through to SUVs and trucks & light commercial vehicles. This will be underpinned by FCA’s strength in North America and Latin America and Groupe PSA’s solid position in Europe. The new Group will have much greater geographic balance with 46% of revenues derived from Europe and 43% from North America, based on aggregated 2018 figures of each company. The combination will bring the opportunity for the new company to reshape the strategy in other regions.

The efficiencies that will be gained from optimizing investments in vehicle platforms, engine families and new technologies while leveraging increased scale will enable the business to enhance its purchasing performance and create additional value for stakeholders. More than two-thirds of run rate volumes will be concentrated on 2 platforms, with approximately 3 million cars per year on each of the small platform and the compact/mid-size platform.

These technology, product and platform-related savings are expected to account for approximately 40% of the total €3.7 billion in annual run-rate synergies, while purchasing – benefiting principally from scale and best price alignment – will represent a further estimated 40% of the synergies. Other areas, including marketing, IT, G&A and logistics, will account for the remaining 20%. These synergy estimates are not based on any plant closures resulting from the transaction. It is projected that the estimated synergies will be net cash flow positive from year 1 and that approximately 80% of the synergies will be achieved by year 4. The total one-time cost of achieving the synergies is estimated at €2.8 billion.

Those synergies will enable the combined business to invest significantly in the technologies and services that will shape mobility in the future while meeting the challenging global CO2 regulatory requirements. With an already strong global R&D footprint, the combined entity will have a robust platform to foster innovation and further drive development of transformational capabilities in new energy vehicles, sustainable mobility, autonomous driving and connectivity.

The merged entity will benefit from an efficient governance structure designed to promote effective performance, with a Board comprised of 11 members, the majority of whom will be independent6. Five Board members will be nominated by FCA and its reference shareholder (including John Elkann as Chairman) and five will be nominated by Groupe PSA and its reference shareholders (including the Senior Non-Executive Director and the Vice Chairman). At closing the Board will include two members representing FCA and Groupe PSA employees7. Carlos Tavares will be Chief Executive Officer for an initial term of five years and will also be a member of the Board.

Carlos Tavares, Mike Manley and their executive teams have a strong track record in successfully turning around companies and combining OEMs with diverse cultures. This experience will support the speed of execution of the merger, underpinned by the companies’ strong recent performances and already robust balance sheets. The merged entity will maneuver with speed and efficiency in an automotive industry undergoing rapid and fundamental changes.

The new group’s Dutch-domiciled parent company will be listed on Euronext (Paris), the Borsa Italiana (Milan) and the New York Stock Exchange and will benefit from its strong presence in France, Italy and the US.

Under the proposed by-laws of the combined company, no shareholder would have the power to exercise more than 30% of the votes cast at shareholders’ meetings. It is also foreseen that there will be no carryover of existing double voting rights but that new double voting rights will accrue after a three-year holding period after completion of the merger.

A standstill in respect of the shareholdings of EXOR N.V., Bpifrance8, Dongfeng Group (DFG) and the Peugeot Family (EPF/FFP) will apply for a period of 7 years following completion of the merger, except that EPF/FFP will be permitted to increase its shareholding by up to a maximum of 2.5% in the merged entity (or 5% at the Groupe PSA level) by acquiring shares from Bpifrance and/or DFG and/or on the market9. EXOR, Bpifrance and EPF/FFP will be subject to a 3-year lock-up in respect of their shareholdings except that Bpifrance will be permitted to reduce its shareholdings by 5% in Groupe PSA or 2.5% in the merged entity. DFG has agreed to sell, and Groupe PSA has agreed to buy, 30.7 million shares prior to closing (those shares will be cancelled). DFG will be subject to a lock up until the completion of the transaction for the balance of its participation in Groupe PSA, resulting in an ownership of 4.5% in the new group.

EXOR, Bpifrance, the Peugeot Family and Dongfeng have each irrevocably committed to vote in favor of the transaction at the shareholders’ meetings of FCA and Groupe PSA.

Before closing, FCA will distribute to its shareholders a special dividend of €5.5 billion while Groupe PSA will distribute to its shareholders its 46% stake in Faurecia. In addition, FCA will continue work on the separation of its holding in Comau which will be separated promptly following closing, for the benefit of the shareholders of the combined company. This will enable the combined group’s shareholders to equally share in the synergies and benefits that will flow from a merger while recognizing the significant value of both Groupe PSA and FCA’s assets and strengths in terms of market share and brand potential. Each company intends to distribute a €1.1 billion ordinary dividend in 2020 related to fiscal year 2019, subject to approval by each company’s Board of Directors and shareholders. At closing, Groupe PSA shareholders will receive 1.742 shares of the new combined company for each share of Groupe PSA, while FCA shareholders will have 1 share of the new combined company for each share of FCA.

Completion of the proposed combination is expected to take place in 12-15 months, subject to customary closing conditions, including approval by both companies’ shareholders at their respective Extraordinary General Meetings and the satisfaction of antitrust and other regulatory requirements.

Carlos Tavares, Chairman of the Managing Board of Groupe PSA, said: “Our merger is a huge opportunity to take a stronger position in the auto industry as we seek to master the transition to a world of clean, safe and sustainable mobility and to provide our customers with world-class products, technology and services. I have every confidence that with their immense talent and their collaborative mindset, our teams will succeed in delivering maximized performance with vigor and enthusiasm.”

Mike Manley, Chief Executive Officer of FCA, added: “This is a union of two companies with incredible brands and a skilled and dedicated workforce. Both have faced the toughest of times and have emerged as agile, smart, formidable competitors. Our people share a common trait – they see challenges as opportunities to be embraced and the path to making us better at what we do."

Press and Analyst/Investor event details:
FCA and Groupe PSA will jointly host a webcast and conference call for analysts, investors and media (webcast at 3:00 pm CET / 2:00 pm GMT / 9:00 am EST) on Wednesday, 18 December 2019.

Details for accessing these events are available on the corporate websites of FCA (www.fcagroup.com) and Groupe PSA (www.groupe-PSA.com). For those unable to participate in the live sessions, recorded replays will remain archived on each company’s corporate website.

To access photos and videos, please visit FCA’s website or PSA’s website.

Advisors
Goldman Sachs International acted as lead financial advisor to FCA. Bank of America, Barclays, Citigroup, d’Angelin & Co., J.P. Morgan and UBS also provided financial advice to the company. Sullivan & Cromwell LLP, De Brauw Blackstone Westbroek and Darrois Villey Maillot Brochier acted as legal counsel to FCA.

Messier Maris & Associés acted as lead financial advisor to PSA. Morgan Stanley also provided financial advice to the company. Bredin Prat acted as legal counsel to PSA.

3Represents FCA Net Revenues, excluding Magneti Marelli, and Groupe PSA Revenue excluding Faurecia Revenue to Third Parties

4Represents FCA Adjusted EBIT, excluding Magneti Marelli, and Groupe PSA Recurring Operating Income excluding Faurecia

5Excluding Faurecia and Magneti Marelli

6To meet the objective of having a “majority of independent directors”, 5 out of 9 non-executive directors need to be independent

7Employee representatives would be defined based on legal requirements at all levels

8Bpifrance shall include jointly Bpifrance Participations S.A. and its wholly-owned subsidiary Lion Participations SAS

9Up to 1% of the shares of the merged entity plus the percentage of shares sold by Bpifrance, other than to the Peugeot Family (subject to the overall maximum of 2.5%)

Contacts:

Investor inquiries:

FCA
Joe Veltri
+1 248 576 9257?
[email protected]

Groupe PSA
Andrea Bandinelli
+ 33 6 82 58 86 04
[email protected]

Media inquiries:

FCA
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
Leonardo Guan, [email protected], +86 21 2218 7896

Groupe PSA
Bertrand Blaise, [email protected], +33 6 33 72 61 86
Pierre Olivier Salmon, [email protected], +33 6 76 86 45 48
Karine Douet, [email protected], +33 6 61 64 03 83
Valérie Gillot, [email protected], +33 6 83 92 92 96

UK/USA
Sard Verbinnen & Co
Jon Aarons, Robert Rendine
+44 20 7467 1050/+1 212 687 8080
[email protected]

Italy
Community, Strategic Communications Advisors
Auro Palomba, Marco Rubino
+39 02 89404231
[email protected]communitygroup.it

France
Image 7
Anne-France Malrieu, Flore Larger
+33 1 53 70 74 95/+33 1 53 70 74 90
[email protected]

About FCA
Fiat Chrysler Automobiles (FCA) is a global automaker that designs, engineers, manufactures and sells vehicles in a portfolio of exciting brands, including Abarth, Alfa Romeo, Chrysler, Dodge, Fiat, Fiat Professional, Jeep®, Lancia, Ram and Maserati. It also sells parts and services under the Mopar name and operates in the components and production systems sectors under the Comau and Teksid brands. FCA employs nearly 200,000 people around the globe. For more information regarding FCA, please visit www.fcagroup.com

About Groupe PSA
Groupe PSA designs unique automotive experiences and delivers mobility solutions to meet all customer expectations. The Group, which employs 210,000 people, has five car brands, Peugeot, Citroën, DS, Opel and Vauxhall and provides a wide array of mobility and smart services under the Free2Move brand. Its ‘Push to Pass’ strategic plan represents a first step towards the achievement of the Group’s vision to be “a global carmaker with cutting-edge efficiency and a leading mobility provider sustaining lifetime customer relationships”. An early innovator in the field of autonomous and connected cars, Groupe PSA is also involved in financing activities through Banque PSA Finance and in automotive equipment via Faurecia.
Media library: medialibrary.groupe-psa.com
Twitter: @GroupePSA_EN

FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements. In particular, these forward-looking statements include statements regarding future financial performance and the expectations of FCA and PSA (the “Parties”) as to the achievement of certain targeted metrics at any future date or for any future period are forward-looking statements. These statements may include 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 similar terms. Forward-looking statements are not guarantees of future performance. Rather, they are based on the Parties’ current state of knowledge, future expectations and projections about future events and are by their nature, subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them.

Actual results may differ materially from those expressed in forward-looking statements as a result of a variety of factors, including: the ability of PSA and FCA and/or the combined group resulting from the proposed transaction (together with the Parties, the “Companies”) to launch new products successfully and to maintain vehicle shipment volumes; changes in the global financial markets, general economic environment and changes in demand for automotive products, which is subject to cyclicality; changes in local economic and political conditions, changes in trade policy and the imposition of global and regional tariffs or tariffs targeted to the automotive industry, the enactment of tax reforms or other changes in tax laws and regulations; the Companies’ ability to expand certain of their brands globally; the Companies’ ability to offer innovative, attractive products; the Companies’ ability to develop, manufacture and sell vehicles with advanced features including enhanced electrification, connectivity and autonomous-driving characteristics; various types of claims, lawsuits, governmental investigations and other contingencies, including product liability and warranty claims and environmental claims, investigations and lawsuits; material operating expenditures in relation to compliance with environmental, health and safety regulations; the intense level of competition in the automotive industry, which may increase due to consolidation; exposure to shortfalls in the funding of the Parties’ defined benefit pension plans; the ability to provide or arrange for access to adequate financing for dealers and retail customers and associated risks related to the establishment and operations of financial services companies; the ability to access funding to execute the Companies’ business plans and improve their businesses, financial condition and results of operations; a significant malfunction, disruption or security breach compromising information technology systems or the electronic control systems contained in the Companies’ vehicles; the Companies’ ability to realize anticipated benefits from joint venture arrangements; disruptions arising from political, social and economic instability; risks associated with our relationships with employees, dealers and suppliers; increases in costs, disruptions of supply or shortages of raw materials; developments in labor and industrial relations and developments in applicable labor laws; exchange rate fluctuations, interest rate changes, credit risk and other market risks; political and civil unrest; earthquakes or other disasters; uncertainties as to whether the proposed business combination discussed in this document will be consummated or as to the timing thereof; the risk that the announcement of the proposed business combination may make it more difficult for the Parties to establish or maintain relationships with their employees, suppliers and other business partners or governmental entities; the risk that the businesses of the Parties will be adversely impacted during the pendency of the proposed business combination; risks related to the regulatory approvals necessary for the combination; the risk that the operations of PSA and FCA will not be integrated successfully and other risks and uncertainties.

Any forward-looking statements contained in this document speak only as of the date of this document and the Parties disclaim any obligation to update or revise publicly forward-looking statements. Further information concerning the Parties and their businesses, including factors that could materially affect the Parties’ financial results, are included in FCA’s reports and filings with the U.S. Securities and Exchange Commission, the AFM and CONSOB and PSA’s filings with the AFM.




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Niel Golightly

Shawn Morgan


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Jeep and Chrysler will merge with Peugeot; which vehicles will America get?

December 18, 2019

Fiat Chrysler Automobiles and PSA Groupe officially signed a 50/50 merger between the European and American automakers Wednesday, making the as-yet-unnamed automaker the fourth largest in the world behind Volkswagen AG, Renault Nissan Mitsubishi, and Toyota.

It remains to be seen which vehicles will be offered and which ones will be discontinued, let alone the company name, but in a press release and presentation to shareholders, there is a clear indication where Peugeot SA and FCA intend to go.

One of the strengths listed for FCA is a “strong SUV and pickup truck lineup,” which clearly indicates the two profitable arms of FCA in the Jeep and Ram brands out of America. It also references the “premium/luxury brand experience,” which suggests the Maserati and Alfa Romeo brands from Italy.

There is no mention of Dodge, Chrysler, or Fiat, all of which have had product lines stripped down over the past few years, and past decade. Chrysler sells the Pacifica minivan, but the 300 full-size sedan is aging, and the Voyager is essentially the inexpensive minivan for fleets.

Fiat cut production of the 500 city car series in the U.S. earlier this year, leaving the 500L and 500X small crossovers, as well as the low-volume Fiat 124 Spider built out of a partnership with Mazda. Fiat still has a strong presence in its home country of Italy.

The Dodge question might be the largest one. The aging but beloved fleet of classic American muscle cars in the Challenger and Charger has been pared back in recent years, even as Dodge keeps making headlines with its SRT performance brand, which is responsible for the 797-horsepower Dodge Challenger SRT Hellcat and other performance beasts. It’s a surprise that Dodge is still making the Journey crossover and Grand Caravan minivan, so those vehicles likely won’t be part of the new family. The Dodge Durango three-row crossover SUV might also be kicked to the curb.

The entire Dodge lineup runs contrary to one of PSA's stated strengths of "smartly addressing CO2 emissions," and contrary to many industry forecasts.

FCA has one plug-in hybrid in the Chrysler Pacifica, and mild-hybrid versions of the Ram 1500 and Jeep Wrangler won’t be enough to reach fuel economy targets in the U.S. and Europe.

This is where the French automaker can help, ostensibly. PSA Group owns Peugeot, Citroen, Opel, Vauxhall, and DS Automobiles, which aren't sold in the U.S., and perhaps more importantly, struggling in China. PSA boasts two “multi-energy flexible platforms” to ramp up electrification plans. It currently has seven plug-in hybrids (PHEV) and battery electric vehicles (BEV), and, in 2019, committed to a PHEV or BEV version for each new vehicle launch.
A Dodge Challenger plug-in hybrid does not seem likely. A future Dodge lineup with overt Opel overtones, and a Chrysler family filled with DS and Peugeot-alikes, shows some promise.

The merged brands expect to save $4 billion annually in cost savings.

The merger shakes up the automotive world order, but it is the culmination of years of international courtships and stalled partnerships. Fiat rescued Chrysler in the wake of Chrysler’s 2009 bankruptcy filing, eventually turning FCA into a global company in 2014. CEO Sergio Marchionne actively but futilely pursued partners until his death in 2018. A proposed merger with Renault was withdrawn in 2019.

The French automotive company of Peugeot has had a recent turbulent past as well. General Motors tried to rescue Peugeot-Citroen in 2012 in a partnership that would last for only one year. In 2017, GM cut ties with its European brands of Opel and Vauxhall Motors to, who else, PSA Group.

Technology, product, and platform sharing should account for cost-saving synergies that will not result in “any plant closures resulting from the transaction,” the group said in a statement. FCA shareholders will get a special dividend of about $6.1 billion.

The merger is expected to take at least a year, and will need approval of both companies’ shareholders as well as pass regulatory requirements. In the meantime, dealerships and service centers will continue business as usual.

SOURCE

Fiat Chrysler CEO Manley received 13.3 million euros in 2019 compensation: filing
February 25, 2020



FCA's Manley at the North American International Auto Show in Detroit, Michigan
DETROIT (Reuters) - Fiat Chrysler Automobiles NV (FCA) Chief Executive Mike Manley received compensation of 13.28 million euros ($14.45 million) for 2019, in line with a target set by the company, the Italian-American automaker said in a filing on Tuesday.

Compensation for Manley, who took over as head of FCA in July 2018 after the death of his predecessor Sergio Marchionne, included a base salary of 1.43 million euros for 2019, a bonus of 1.2 million euros and long-term incentives totaling 8.8 million euros, according to the regulatory filing.
Last year, FCA set a compensation target for Manley of $14 million.

Fiat Chrysler and Peugeot maker PSA <PEUP.PA> agreed in December to combine forces in a $50 billion deal to create the world's No. 4 automaker, in response to slower global demand and mounting costs of making cleaner cars amid tighter emissions rules. The companies have not said what position Manley might hold in the newly combined automaker.

Manley said in January that talks with PSA were progressing well and he hoped to complete the deal by early 2021.

FCA Chairman John Elkann received a base salary of 893,000 euros and long-term compensation totaling 2.28 million euros, as part of total compensation of 3.85 million euros, the filing said.

($1 = 0.9191 euros)

SOURCE

The Man Who Made a Failing Carmaker Beat Mercedes

February 26, 2020



The word that Peugeot SA boss Carlos Tavares comes back to time and again to describe the daunting challenges facing the auto industry is a deliberately frightening one. Carmakers face a “Darwinian” period, he reminded investors on Wednesday, implying that some of the French group’s less robust peers won’t survive the epochal shift from combustion to electric vehicles.

That battle for survival has just been made even more difficult by the spread of coronavirus, which threatens to shutter plants and sap demand for new vehicles across the industry. The shares of auto companies — even very profitable ones like Peugeot — have been hammered this week. But if anyone can steer a safe path across this vertiginous chasm, surely Tavares can.

For various reasons the big European carmakers have all changed their CEOs recently, but Peugeot has clung to its leader since 2014, and he’ll be in the driving seat when the company merges with Fiat Chrysler Automobiles NV.

The strong full-year results that Tavares unveiled on Wednesday show why his services are in such demand; the contrast with struggling French rival Renault SA is telling. Peugeot’s car operations achieved an 8.5% adjusted operating margin in 2019, whereas Renault managed just 2.6%.(1)

While Renault’s net cash is dwindling, forcing it to slash its dividend, Peugeot’s has swelled to more than 10 billion euros ($10.9 billion), allowing it to pay shareholders more.

The cost-conscious Tavares has made a virtue of doing more with less and he’s been willing to make unpopular decisions to turn around under-performing businesses. Under General Motors Co.’s ownership, the European carmaker Opel/Vauxhall consistently lost money, but having joined the Peugeot stable it now boasts a 6.5% adjusted operating margin. That’s better than Mercedes-Benz.

Wages costs as a percentage of sales have improved — a big achievement considering the workforce is heavily unionized — and Tavares has been ruthless about unlocking cash from inventories and invoices. Reassuringly, he thinks Peugeot could still break even if revenues fell by half.

He’s achieved this without neglecting the urgent task of cutting vehicle emissions. Thanks to new electrified products, he’s confident Peugeot will meet the European Union’s tough pollution targets this year and thus avoid regulatory fines.

Peugeot isn’t perfect. The company is struggling in inflation-hit Argentina and its performance in China has been poor. But its negligible China market share is an advantage right now. The company has less to lose from coronavirus shockwaves than many peers.

What Peugeot lacks in economies of scale — its 3.5 million yearly car sales are one-third of what Volkswagen sells — it makes up for by being more agile. It’s almost a pity that Tavares is about to complicate the “small is beautiful” story by merging with Fiat. Peugeot’s shares have declined by almost 30% since the deal terms (highly favorable to Fiat and its Agnelli family owners) were announced in October.

In fairness, Fiat is also performing well. Together, the two companies generated about 5 billion euros in free cash flow last year and the tie-up should bring substantial cost savings. Yet Peugeot’s shareholders aren’t willing to credit those benefits just yet. Antitrust official might raise objections and history shows there’s plenty else that can go wrong in complicated cross-border mergers.

A generation of celebrated auto executives, such as Daimler’s Dieter Zetsche and Renault’s Carlos Ghosn, have departed the stage just as conditions became difficult. (Fiat’s Sergio Marchionne tragically died before he could complete the job). Tavares, who’s 61, isn’t the retiring type. He still has much to prove.

(1) Peugeot's profit margins are adjusted for large restructuring costs.

SOURCE

Profit rise lifts Peugeot shares ahead of Fiat merger

PARIS (Reuters) - Peugeot maker PSA Group said on Wednesday profitability reached a record high in 2019, results that contrasted with those of many rivals and boosted the group’s shares as it beds down a merger with Italy’s Fiat Chrysler.

02/26/2020

FCA, owner of brands like Jeep, did well in North America, which in a combined group with PSA would help balance the company’s portfolio. PSA is more exposed to Europe’s auto market, which it said would shrink 3% this year.

The two companies struck a deal in December to create the world’s No.4 carmaker, to cope better with market turmoil and the cost of making less-polluting vehicles.

PSA boss Carlos Tavares told a news conference the two groups were in good shape and said he did not expect any major regulatory hurdles to the merger, adding it had submitted 14 approval requests to competition authorities out of 24 it needs.

There are no immediate plans to change anything in the large portfolio of brands within the combined group, he added.



The French firm, which also produces cars under the Citroen and DS brands, offset a slump in vehicle sales by selling pricier SUV models, helping to lift revenues. Operating margins grew to a record 8.5% last year thanks to cost savings.

Shares in the carmaker were up 6.6% at 1307 GMT, on course for their best day since October 2018 and making it the top performer on the CAC 40 .FCHI index of major French companies, as worries about the coronavirus market rattled stock markets.


A positive outlook from Moody’s on Wednesday added to PSA’s gains. The rating agency maintained its investment grade view on the company, citing healthy liquidity, and said the merger with Fiat Chrysler (FCA) (FCHA.MI) was positive.

Solid earnings from PSA and FCA earlier this month marked a rare bright spot in the car industry even as they faced hits like others from falling demand in markets like China.

Some rivals such as France’s Renault (RENA.PA) have struggled with sliding revenues and profits as well as lower cash flow generation, leading to ratings downgrades.

FCA, owner of brands like Jeep, did well in North America, which in a combined group with PSA would help balance the company’s portfolio. PSA is more exposed to Europe’s auto market, which it said would shrink 3% this year.

The two companies struck a deal in December to create the world’s No.4 carmaker, to cope better with market turmoil and the cost of making less-polluting vehicles.

PSA boss Carlos Tavares told a news conference the two groups were in good shape and said he did not expect any major regulatory hurdles to the merger, adding it had submitted 14 approval requests to competition authorities out of 24 it needs.

There are no immediate plans to change anything in the large portfolio of brands within the combined group, he added.

SOURCE

Fiat Chrysler to list robot-making business after Peugeot merger

June 1, 2020



Fiat Chrysler said it planned to list its robot-making business, giving new details on Monday about the future of Turin-based Comau, which it already planned to spin off.


Comau will be spun off shortly after FCA completes its merger with Peugeot maker PSA and its shares distributed to shareholders of the new group.


The deal to create the world’s fourth-largest carmaker is expected to be finalized in the first quarter of next year.


FCA said that it had appointed Paolo Carmassi as Comau’s new chief executive to pursue the listing.


For the past four years Carmassi ran scientific equipment maker Malvern Panalytical, a unit of Britain’s Spectris, and previously worked for more than 20 years at Honeywell, it said.


It also appointed Alessandro Nasi, a board member of Exor, the holding company of Italy’s Agnelli family which controls FCA, as Comau’s new chairman.


Exor is set to become the largest single shareholder of the combined group after FCA’s merger with PSA, and Comau’s top shareholder after its listing.


“The appointments … are a significant step forward for Comau as it prepares for life as a public company,” FCA Chief Executive Mike Manley said in a statement.


Fiat Chrysler shares were up 3.9 percent, at $9.18, in mid-afternoon trading.

PSA and Fiat Chrysler merger faces EU competition probe

June 17, 2020

The EU has announced a full investigation into Fiat Chrysler’s (FCA.MI) planned merger with Peugeot owner PSA (UG.PA) over competition concerns.

The European Commission said it would mount a four-month probe into the tie-up’s potential impact on the current “healthy competitive landscape” in the commercial van market.

Its enquiries will focus on 14 member states and the UK where the two players have a significant presence. It said in a statement on Wednesday the two companies were already market leaders in the sector in many countries, and the merger would “remove one of the main competitors.”

The commission’s executive vice-president Margrethe Vestager, responsible for competition policy, said commercial vans were a key sector “in a digital economy where private consumers rely more than ever on delivery.”


“We will carefully assess whether the proposed transaction would negatively affect competition,” she said.
The tie-up would create the fourth biggest carmaker in the world. Both sides are keen to share the cost of transformation into less polluting vehicles as demand weakens and emissions standards tighten, according to Reuters.

Leading car manufacturers were battling low demand already before the coronavirus sent sales into nosedive.
Italian-American Fiat-Chrysler owns Fiat, Jeep, Maseratti and other brands, while PSA owns Peugeot, Opel and DS.

A PSA spokesperson said: “Both companies will continue to cooperate with the Europen Commission to answer its questions in the same constructive spirit that has defined our proposed merger from the start.”
It said it will argue the merger means “substantial benefits” for both companies and consumers.


“Preparations for the merger are advancing as planned. Antitrust approvals have already been granted in a number of jurisdictions, including the U.S., China, Japan and Russia. Groupe PSA and FCA reaffirm the shared objective to close the transaction by the end of the first quarter of 2021,” he added.

Peugeot CEO expects Fiat Chrysler merger to be finalized by early 2021 ‘at the latest’

June 25, 2020


The 3.7 billion euro ($4.18 billion) full-year synergies expected from the Peugeot SA and Fiat Chrysler Automobiles NV merger is a "floor", Carlos Tavares, chairman of the French car maker's management board, said Thursday.
"I am going to take the risk today of telling you that this amount is a floor," Mr. Tavares said at the Peugeot shareholders general meeting. A 'floor' is the minimum amount expected.
The merger planning between the two companies is progressing "exactly as planned," Mr. Tavares added.
When asked about a revision to the terms of the merger after the coronavirus crisis, he said "now is not the time."
Ten of the 20 antitrust files filed by the two groups have received a green light, notably in China, the U.S. and Russia, Mr. Tavares said.
Mr. Tavares said 25 working groups are working on this merger, representing 500 executives of the two companies.
Peugeot and Fiat Chrysler expect to finalize their merger by the end of the first quarter of 2021.

STELLANTIS: The Name of the New Group Resulting From the Merger of FCA and Groupe PSA
IMPORTANT NOTICE
By reading the following communication, you agree to be bound by the following limitations and qualifications:

This communication is for informational purposes only and is not intended to and does not constitute an offer or invitation to exchange or sell or solicitation of an offer to subscribe for or buy, or an invitation to exchange, purchase or subscribe for, any securities, any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication should not be construed in any manner as a recommendation to any reader of this document.

This communication is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017.

An offer of securities in the United States pursuant to a business combination transaction will only be made, as may be required, through a prospectus which is part of an effective registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). Shareholders of Peugeot S.A. (“PSA”) and Fiat Chrysler Automobiles N.V. (“FCA”) who are U.S. persons or are located in the United States are advised to read the registration statement when and if it is declared effective by the SEC because it will contain important information relating to the proposed transaction. You may obtain copies of all documents filed with the SEC regarding the proposed transaction, documents incorporated by reference, and FCA’s SEC filings at the SEC’s website at SEC.gov | HOME. In addition, the effective registration statement will be made available for free to shareholders in the United States.


July 15, 2020 , Vélizy-Villacoublay, France and London - In a major step as they move toward the completion of their 50:50 merger as defined in the Combination Agreement announced on December 18, 2019, Peugeot S.A. ("Groupe PSA") and Fiat Chrysler Automobiles N.V. ("FCA") (NYSE: FCAU / MTA: FCA) today announce that the corporate name of the new group will be STELLANTIS.

STELLANTIS is rooted in the Latin verb “stello” meaning “to brighten with stars.” It draws inspiration from this new and ambitious alignment of storied automotive brands and strong company cultures that in coming together are creating one of the new leaders in the next era of mobility while at the same time preserving all the exceptional value and the values of its constituent parts. STELLANTIS will combine the scale of a truly global business with an exceptional breadth and depth of talent, knowhow and resource capable of providing the sustainable mobility solutions for the coming decades. The name’s Latin origins pay tribute to the rich history of its founding companies while the evocation of astronomy captures the true spirit of optimism, energy and renewal driving this industry-changing merger.

The process of identifying the new name began soon after the Combination Agreement was announced and the senior management of both companies have been closely involved throughout, supported by Publicis Group.

The STELLANTIS name will be used exclusively at the Group level, as a Corporate brand. The next step in the process will be the unveiling of a logo that with the name will become the corporate brand identity. The names and the logos of the STELLANTIS Group’s constituent brands will remain unchanged.

As previously stated, completion of the merger project is expected to occur in the first quarter of 2021, subject to customary closing conditions, including approval by both companies’ shareholders at their respective Extraordinary General Meetings and the satisfaction of antitrust and other regulatory requirements.

About FCA
Fiat Chrysler Automobiles (FCA) is a global automaker that designs, engineers, manufactures and sells vehicles in a portfolio of exciting brands, including Abarth, Alfa Romeo, Chrysler, Dodge, Fiat, Fiat Professional, Jeep®, Lancia, Ram and Maserati. It also sells parts and services under the Mopar name and operates in the components and production systems sectors under the Comau and Teksid brands. FCA employs nearly 200,000 people around the globe. For more information regarding FCA, please visit www.fcagroup.com

About Groupe PSA
Groupe PSA designs unique automotive experiences and delivers mobility solutions to meet all customer expectations. The Group has five car brands, Peugeot, Citroën, DS, Opel and Vauxhall and provides a wide array of mobility and smart services under the Free2Move brand. Its ‘Push to Pass’ strategic plan represents a first step towards the achievement of the Group’s vision to be “a global carmaker with cutting-edge efficiency and a leading mobility provider sustaining lifetime customer relationships”. An early innovator in the field of autonomous and connected cars, Groupe PSA is also involved in financing activities through Banque PSA Finance and in automotive equipment via Faurecia.
Media library: medialibrary.groupe-psa.com / @GroupePSA_EN

Fiat Chrysler and PSA Group will have a new name: Stellantis. Yes, it's dumb

July 16th

By Chris Isidore, CNN Business
So what does the name Stellantis mean to you?
Is it a new medication for a medical condition you never heard of, where the drugmaker's ad tells you to "ask your doctor?"
Is it the umpteenth new streaming service of 2020?
Is it a new app or social media platform that your kids are enjoying before their parents discover it?
None of the above. It's the new name for the automaker that will be formed by the merger of Fiat Chrysler and PSA Group, which makes Peugeot, among other brands. The deal is expected to close next year.
The name was unveiled Wednesday night. The company said it comes from "the Latin verb 'stello,' meaning 'to brighten with stars."
"It draws inspiration from this new and ambitious alignment of storied automotive brands and strong company cultures that in coming together are creating one of the new leaders in the next era of mobility while at the same time preserving all the exceptional value and the values of its constituent parts," said the company's statement.
You won't see Stellantis on the company's cars or dealerships, however. It will simply be the corporate name.
The brand names of Chrysler, Dodge, Ram, Jeep, Fiat, Alfa Romeo and Maserati, all part of Fiat Chrysler today, will continue. So will Peugeot, Citroën, DS, Opel and Vauxhall, which are the PSA Group brands, none of which are available in the US market.
It's unusual in the auto industry to have a corporate name that does not include one of a company's brands. Until now, General Motors and Daimler were the exceptions among global automakers. Both names go back more than a century.

All other major automakers - such as Toyota, Volkswagen, Ford and the rest - have names that reflect their best selling brands. All but Tesla have other car brands not in their corporate names.
Chrysler has been through two other mergers in the past 25 years and the name of its most famous brand stayed in the corporate name both times, with DaimlerChrysler and Fiat Chrysler. In between it was owned by a private equity firm and used solely the Chrysler name.

An uneven history of creating new corporate names

Coming up with new corporate names can be a tricky business.
Often during a merger a company will simply chose the brand it believes to be stronger, even if it's not the company doing the buying.
America West bought US Airways out of bankruptcy and took the US Air name. Then the new US Air bought American Airlines, again out of bankruptcy, and took the American Airlines name. The recent merger of Sprint and T-Mobile was done under the T-Mobile name.
But often a new name is concocted as part of a merger. Verizon was formed by the 2000 merger of Bell Atlantic and GTE. That made-up word raised eyebrows then just as Stellantis is this morning, but in the last 20 years it's become a major established brand name that few think twice about today.
Other names haven't aged as well. Verizon created a subsidiary called Oath in 2017 to hold the assets of Yahoo that it had just bought and the assets of AOL that it already owned. The name was dropped in December in favor of Verizon Media.
Kraft Foods picked the name Mondelez International for the snack food division it spun off in 2012, rather use the name of any its well-known brands such as Oreos, Ritz or Cadbury. Kraft, too, pointed to Latin as the reasoning for the made-up word, saying that "monde" derives from the Latin word for "world," and "delez" was meant to be a fanciful expression of "delicious."
Coach, a brand famous for its handbags, changed it corporate name to Tapestry in 2017.

Google's corporate name became Alphabet in 2015, in an attempt to better to represent its non-Google branded divisions such as Nest and self-driving car unit Waymo. But the name hasn't caught on as well, with many people still using Google when referring to the company as a whole.

FCA CEO Mike Manley will not be on Stellantis board after merger with PSA

Fiat Chrysler Automobiles NV and merger partner Groupe PSA on Tuesday named the 11 members to their combined board as Stellantis, and FCA CEO Mike Manley was not among them.

Despite the merger's 50-50 stock split, Paris-based PSA is naming six of the board members compared to FCA's five. All are subject to shareholder approval. Only two current executives, who were previously announced as a part of the binding agreement signed in December, will be on the board: FCA chairman John Elkann, who will continue in his role at Stellantis, and PSA CEO Carlos Tavares, who will lead the tie-up.

Manley has said he will continue with Stellantis following the merger and in a senior executive role that has not been specified. He was appointed as CEO to replace Sergio Marchionne days before his death in July 2018. Prior to that, he was the head of Jeep and Ram brands, and chief operating officer for the Asia Pacific region.

PSA named Robert Peugeot as vice chairman of Stellantis. He is head of the French automaker's namesake Peugeot family of companies and a member of PSA's supervisory board.

The only two current members of FCA's board that have been appointed to the combined company are Elkann, head of FCA parent company Exor; and Andrea Agnelli, Elkann's cousin and a member of the family that controls FCA. Agnelli also is president of the Italian soccer club Juventus.



PSA also named Henri de Castries, former CEO of insurer Axa S.A. and a board member for several companies including Nestlé S.A., as the senior independent director.

The remaining six independent directors, three of whom are women, are:

• Fiona Clare Cicconi, chief human resources officer at AstraZeneca PLC, who will be a board representative for FCA employees
• Nicolas Dufourcq, CEO of French government-controlled investment bank Bpifrance S.A.
• Ann Frances Godbehere, director at Royal Dutch Shell PLC and a former financial executive
• Wan Ling Martello, partner and co-founder at private equity firm BayPine
• Jacques de Saint-Exupéry, head of the workers' council at PSA who will represent the automaker's employees on the board
• Kevin Scott, chief technology officer at Microsoft Corp.

The deal that would create the fourth-largest automaker in the world by volume is expected to close in the first quarter of next year.

EU regulators to decide on Fiat-PSA deal by Feb. 2

October 1, 2020

BRUSSELS, Oct 1 (Reuters) - EU antitrust regulators will decide by Feb. 2 whether to clear Fiat Chrysler (FCA) and French partner PSA's merger, a filing on the European Commission website showed on Thursday.

After a two-month halt, the European Commission resumed its investigation of the deal after the companies provided data which it had requested.

Peugeot maker PSA has offered to make changes to its van joint venture with Japan's Toyota to try to allay EU antitrust concerns about its plan to create the world's fourth-biggest carmaker with Fiat Chrysler (FCA), people familiar with the matter told Reuters.