MILAN -- Top shareholders in merging automakers Fiat Chrysler Automobiles and Peugeot maker PSA Group have moved to tighten their grip on the combined business and head off any potential hostile bidders.
A prospectus for the deal, which will create the world's fourth-biggest automaker, showed on Friday there would be a loyalty plan for long-term shareholders in the business, which will be called Stellantis.
Investors that hold Stellantis stock uninterrupted for at least three years could be given extra voting shares.
That could give extra clout to Exor, the holding company of Italy's Agnelli family and FCA's controlling shareholder, and to top PSA investors -- the Peugeot family, French government and China's Dongfeng.
After the merger, Exor would become Stellantis's largest single shareholder with a 14.4 percent stake. The Peugeot family would follow with a 7.2 percent stake, while the French state and Dongfeng would hold 6.2 percent and 5.6 percent respectively.
Under the loyalty plan, the combined voting rights of these top investors in Stellantis could top 50 percent after the three year period, according to Reuters calculations.
That could make it harder for other investors to push through management changes and make takeover attempts potentially more difficult.
No single shareholder will be allowed to hold more than 30 percent of voting rights based on the loyalty scheme, according to the tie-up agreement.
Tax consequences of the plan were uncertain, the prospectus said.
Stellantis will have a Dutch-domiciled parent company and its shares will be listed in Paris, Milan and New York.
Loyalty schemes are common for companies in the Netherlands and have already been used by Exor, including in the spin-off of Ferrari, boosting Exor's grip on the sports car maker.
PSA CEO Carlos Tavares will run Stellantis and will receive a 1.7 million euro ($2 million) bonus on completion of the merger, the prospectus said.
FCA CEO Mike Manley will receive "a recognition award with a value equivalent to approximately five times his annual base salary" and a cash retention after the merger if certain conditions are met.
