Fiat Chrysler and PSA Group have agreed to join forces to create the world's fourth-largest automaker.
The following are some of the key elements of the deal:
- FCA and PSA aim to reach a binding agreement to create a $50 billion company in the coming weeks.
- The combined automaker would have annual sales of 8.7 million vehicles, total revenues of nearly 170 billion euros ($190 billion) and recurring operating profit of more than 11 billion euros, based on aggregated 2018 results.
- Exor, the holding company of the Agnelli family which controls FCA with a 29.2% stake, will become the new automaker's single largest investor, with a 14.5% stake.
- The new group would be domiciled in the Netherlands, with listings in Paris, Milan and New York.
- PSA Chief Executive Carlos Tavares would be the group's CEO. FCA Chairman John Elkann would become chairman.
- The merged group would have 11 board members, six from PSA including Tavares, and five from FCA including Chairman John Elkann.
- The merger, once completed, is expected to generate 3.7 billion euros in annual synergies. The two groups say no plants would be closed.
- Prior to completion of the deal, FCA would pay its shareholders a 5.5 billion euro special dividend. It would also hand investors its shares in robot-making unit Comau, which will be spun-off.
- Also prior to completion, PSA would distribute its 46% stake in auto-parts maker Faurecia to its shareholders.
- Under the deal, major shareholders Exor, French state bank Bpifrance Participations and the Peugeot family would be subject to a three-year lock-up period. In that time, the Peugeot family would be allowed to increase its shareholding by up to 2.5% only by acquiring shares from Bpifrance Participations and China's Dongfeng Motor Group (DFG).
- A seven-year standstill period following completion of the merger - when extraordinary operations affecting governance cannot be carried out - would apply to shareholders Exor, Bpifrance Participations, DFG and the Peugeot family.
- According to sources, FCA is being advised by Goldman Sachs and its independent board members by D'Angelin. PSA is being advised by Mediobanca's Messier Maris & Associes unit and Morgan Stanley, with Perella working for its independent board member. Lazard is advising Exor.