공시 • Jan 17
Peugeot S.A. (ENXTPA:UG) (PSA) completed the acquisition of Fiat Chrysler Automobiles N.V. (BIT:FCA) (FCA) from Exor N.V. (BIT:EXO) and other shareholders.
Peugeot S.A. (ENXTPA:UG) (PSA) signed a memorandum of understanding to acquire Fiat Chrysler Automobiles N.V. (BIT:FCA) (FCA) from Exor N.V. (BIT:EXO) and other shareholders for £21.5 billion in a merger of equals transaction on December 17, 2019. The agreement was signed on December 18, 2019. Under the terms of the reached agreement, shareholders of each group will own 50% of the equity of the merged company. The combination agreement will lead to an all stock merger of Peugeot and Fiat Chrysler resulting in a Dutch company (DutchCo). Peugeot Fiat Chrysler would come up with a name over the coming months. To achieve 50/50 ownership, Peugeot shareholders would receive 1.742 DutchCo shares for each share of Peugeot and shareholders of Fiat Chrysler Automobiles would hold 1 DutchCo share for each share of Fiat Chrysler Automobiles held by them. Further, prior to transaction completion, Peugeot's 46% stake in Faurecia will be distributed to its shareholders and €5.5 billion (£4.58 billion) extraordinary dividend will be paid to shareholders of Fiat Chrysler Automobiles. Promptly following closing, Comau will be separated by Fiat Chrysler for the benefit of the shareholders of DutchCo. Ownership in DutchCo will be based on current shareholdings of respective shareholders of Peugeot and Fiat Chrysler Automobiles. Exor N.V. will hold around 14% stake in DutchCo, EPF/FFP will own around 6%, Bpifrance Participations SA will own around 6% and Dongfeng Motor Group will own around 6% stake in DutchCo. Prior to completion of the transaction, Dongfeng Motor Group will sell 30.7 million shares to Peugeot (in which case they will be cancelled prior to closing) and/or to third parties (including on the market). Following the sale of these 30.7 million shares by Dongfeng Motor Group, ownership by Dongfeng Motor Group will be reduced to 4.5% of DutchCo. Under the terms of the deal, 1.6 billion common shares of Fiat Chrysler will be acquired. Further, its outstanding Performance Share Units and Restricted Share Units which were outstanding as 11.6 million and 7.5 million respectively as of September 30, 2019 were also acquired. Additionally, 408.9 million special voting shares, outstanding as of September 30, 2019 will also be acquired. PSA will pay a €500 million (£425.3 million) termination fee in case of change of Board recommendation and a €250 million (£212.7 million) in case the Board has failed to hold a vote of shareholders before March 31, 2021.
On July 15, 2020, the name of the new group will be Stellantis. Fiat Chrysler Automobiles' Chief Executive Officer, Mike Manley will remain with the new group. John Elkann of Fiat Chrysler Automobiles will be the Chairman of DutchCo for initial term of 5 years and Carlos Tavares, currently Chairman of the Managing Board of Peugeot will be the Chief Executive Officer of DutchCo, with an initial term of 5 years. The Board of Directors of DutchCo shall initially consist of 11 members, majority of non-executive members will be independent. 5 members will be nominated by Peugeot, including a senior independent Director and Vice Chairman, comprising nominees from Peugeot (2 members), 1 member each of Bpifrance Participations SA, EPF/FFP and employees. 5 members to be nominated by Fiat Chrysler comprising nominees from Fiat Chrysler (2 members), EXOR N.V. (2 members, including Chairman) and employees (1 member). Then the last one will be the Chief Executive Officer. Senior independent Director and Vice Chairman with initial terms of 5 years. The management team of both Fiat Chrysler and Peugeot will also be combined. As per the disclosure of March 11, 2020, Louis Gallois has agreed, with the Supervisory Board members that he will continue to serve as Chairman of the Peugeot S.A. Supervisory Board until the merger is implemented. As of September 29, 2020, Fiat Chrysler Automobiles N.V. and Peugeot S.A. announced the composition of the Board of Directors of Stellantis. As of December 11, 2020, the Brazilian Cade acknowledge the transaction.
DutchCo will be headquartered in the Netherlands, with operational headquarters in France, Italy and U.S. and will be listed on Euronext Paris, Borsa Italiana (Milan) and New York Stock Exchange. The deal is subject to approvals from works councils/labor unions, antitrust approval, regulatory approval (including British and Irish trade union Unite). Transaction is subject to approval of from the NYSE, Euronext Paris and the MTA for listing of the Fiat common shares, the effectiveness of FCA’s registration statement on Form F-4, obtaining consents of the AFM with respect to the European listing prospectus, approval of European Central Bank. The deal has the unanimous approval of supervisory and managing Boards of both Fiat Chrysler and Peugeot. Both Fiat Chrysler and Peugeot have completed due diligence process. EXOR, Bpifrance, the Peugeot Family and Dongfeng have each irrevocably committed to vote in favor of the transaction. The transaction is approved by U.S. Federal Trade Commission and the U.S. Department of Justice Antitrust Division on April 10, 2020 and the HSR waiting period expired on May 11, 2020. Unconditional antitrust approval from People’s Republic of China was granted on May 7, 2020, approved by Japan Fair Trade Commission, Commission for Protection of Competition in Serbia, approved by Competition Council in the Kingdom of Morocco, in Swiss Confederation unconditional clearance was granted by Secretariat of the Competition Commission, Russia's Federal Antimonopoly, Competition Commission of India approved the deal. Regulatory approvals have been obtained thus far in the United Kingdom. As on June 17, 2020, the European Commission announced it was opening an in-depth investigation into the proposed transaction. The deal is approved by shareholder of Fiat. Transaction closing is expected in 12 to 15 months. As of April 1, 2020 completion is expected in early 2021. As of April 23, 2020, deal should be completed within 12 to 18 months. As of May 13, 2020, completion of the proposed combination is expected on schedule, by end of Q1 2021. On December 21, 2020, European Union has approved the transaction. As of January 4, 2021, the transaction has been approved by the shareholders of Peugeot and Fiat Chrysler.
Goldman Sachs International, Bank of America, Barclays, Citigroup, d’Angelin & Co., J.P. Morgan and UBS acted as financial advisors and Scott D. Miller, Olivier de Vilmorin, Oderisio de Vito Piscicelli, Davis J. Wang, Gauthier Blanluet, Steven L. Holley and Juan Rodriguez of Sullivan & Cromwell LLP, Paul Cronheim, Martin van Olffen, Michael Schouten and Peter Nolten of De Brauw Blackstone Westbroek and Darrois Villey Maillot Brochier acted as legal advisors to Fiat Chrysler. Goldman Sachs International will be paid $35 million (£27.37 million) as advisors fee. FCA paid or agreed to pay d’Angelin fees for €6.5 million (£6 million). Messier Maris & Associés and Morgan Stanley acted as financial advisors and Benjamin Kanovitch, Kate Romain, Olivier Saba, Jean-Damien Boulanger, Yves Rutschmann, Anne Robert, Laetitia Tombarello, Olivier Billard, Yelena Trifounovitch and Samuel Pariente of Bredin Prat acted as legal advisors to Peugeot. Yi Yang, Tim Wang, Alexis Mesnildrey, Alexandre Merle, Aline Cardin and Mathieu Remy of Clifford Chance acted as legal advisors to Dongfeng Motor Group. Daniel Hurstel and Gabriel Flandin of Willkie Farr & Gallagher LLP acted as legal advisors to BPI France SA. Björn van der Klip, Eva Das, Manon Cremers, Pieter Schutte, Jeroen Smits and Paul Vestering of Stibbe N.V. and Cravath, Swaine & Moore LLP also acted as legal advisors to Peugeot S.A. Bonelli Erede Pappalardo Studio Legale acted as legal advisor to Peugeot S.A. Perella Weinberg Partners UK LLP acted as financial advisor to Peugeot S.A. (ENXTPA:UG) in the transaction. John A. Marzulli of Shearman & Sterling LLP acted as legal advisor to Perella Weinberg Partners in the transaction.
Peugeot S.A. (ENXTPA:UG) (PSA) completed the acquisition of Fiat Chrysler Automobiles N.V. (BIT:FCA) (FCA) from Exor N.V. (BIT:EXO) and other shareholders on January 16, 2021. Common shares of Stellantis N.V. will begin trading on Euronext in Paris and the Mercato Telematico Azionario in Milan on January 18, 2021 and on the New York Stock Exchange on January 19, 2021, in each case under the ticker symbol, STLA.
