Fiat completes Chrysler acquisition in $4.35 billion deal

Fiat-Chrysler CEO Sergio Marchionne has completed the deal to combine the two automakers.

Photo credit: Bloomberg
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MILAN -- Fiat said it completed the acquisition of shares in Chrysler Group it did not previously own, making the U.S. unit a wholly owned subsidiary of the Italian carmaker.

The company announced on Jan. 1 that it had struck a $4.35 billion deal to gain full control of Chrysler, ending more than a year of tense talks that had obstructed CEO Sergio Marchionne's efforts to combine the two automakers' resources.

Fiat bought the remaining 41.46 percent stake in Chrysler from a retiree healthcare trust affiliated with the UAW. The trust, known as a voluntary employee beneficiary association, or VEBA, has received $3.65 billion in cash for the stake, $1.9 billion of which came from Chrysler and $1.75 billion from Fiat.

Chrysler has also committed to giving the UAW trust another $700 million in four equal annual installments, the first of which was paid in connection with the deal closure, Fiat said.

Marchionne, 61, will remain as CEO through at least 2016 to pursue the merger of Fiat and Chrysler as part of a strategy to maintain earnings growth, Chairman John Elkann told journalists in Detroit on Jan. 13.

Marchionne has estimated that Fiat and Chrysler together are the seventh-biggest carmaker worldwide. The two companies sold about 4.4 million vehicles combined last year, less than half the annual deliveries of Volkswagen AG, General Motors Co., and Toyota Motor Corp.

Rescuing Chrysler

Fiat began accumulating Chrysler stock in mid-2009 as part of a rescue of the automaker back by the U.S. and Canadian governments following the global recession. The Italian company's stake increased to 58.5 percent, with the VEBA holding the remaining 41.5 percent.

The two owners spent a year and a half in a dispute over how to value the trust's stake, resolving the question in a deal reached in the closing days of 2013.

Fiat's board is set to meet Jan. 29 to lay out terms of merging the two carmakers, including the corporate organization and the location of its headquarters and main stock listing, Elkann said last week in Detroit. The combined company's name will include Fiat and Chrysler. A three-year business plan will be presented in May.

Marchionne said at the Jan. 13 briefing that the U.S. has a "large claim" as the headquarters site, and that he favors New York as the primary listing for the group, which would also be traded on a second stock exchange.

Brand lineup

The new entity is comprised of the Italian manufacturer's mass-market Fiat and Lancia brands and its upscale Alfa Romeo, Maserati and Ferrari marques, along with the U.S. company's Chrysler and Dodge volume units and SUV producer Jeep.

Models brought out by the carmakers in the past year include the Alfa Romeo 4C sports car; the Jeep Cherokee, which went on the market two months ago; and Maserati's Ghibli, the division's first mid-sized sedan. Chrysler used the Detroit show to introduce a new version of its mid-sized 200 sedan.

Fiat is planning to spend as much as 9 billion euros ($12 billion) to develop and assemble vehicles in Italy, people familiar with the project said late in 2013. The program would focus the Fiat line on variants of the trendy 500 subcompact and budget-oriented Panda small car while eliminating the compact Punto hatchback, and would create a convertible version of Alfa's 4C, according to the people.

Marchionne said at the Detroit auto show that, once the Chrysler combination is complete, Fiat would be open to additional partnerships with other carmakers, such as PSA Peugeot Citroen and Suzuki Motor Corp. There's less urgency in taking such a step now that the Italian-U.S. company has "the credentials to be at the table" with the other top global automakers, he said.

Reuters and Bloomberg contributed to this report.


Fiat S.p.A. completes acquisition of remaining equity interests in Chrysler Group LLC from VEBA Trust

Fiat S.p.A. ("Fiat") through its wholly owned subsidiary, Fiat North America LLC ("FNA"), today completed its previously announced acquisition of all of the VEBA Trust's membership interests in Chrysler Group LLC ("Chrysler Group"). Chrysler Group is now a wholly-owned subsidiary of Fiat. The consideration for the acquisition consisted of:

• a special distribution paid by Chrysler Group to its members on January 21, 2014 of U.S.$1,900 million (FNA directed its portion of the special distribution to the VEBA Trust as part of the purchase consideration); and

• a cash payment by FNA to the VEBA Trust of U.S.$1,750 million.

Fiat funded the U.S.$1,750 million payment from available cash on hand. Chrysler Group funded the special distribution from available cash on hand.

As previously announced, contemporaneously with the transactions described above, Chrysler Group and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the "UAW") entered into a Memorandum of Understanding under Chrysler Group's existing collective bargaining agreements to provide for additional contributions by Chrysler Group to the VEBA Trust of an aggregate of U.S.$700 million in four equal annual installments, the first of which was paid in connection with closing of the transaction with Fiat.

As part of the transactions and as promptly as practicable, FNA and the VEBA Trust will dismiss with prejudice the proceedings before the Delaware Court of Chancery with respect to the interpretation of the call option agreement.

Turin, January 21, 2014

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