Jan 4 (Reuters) - Fiat Chrysler Automobiles (FCA) and Peugeot maker PSA shareholders have approved a $52 billion merger to create Stellantis, the world’s fourth-largest carmaker.
Following are details of the deal:
** The merged group is to have annual sales of 8.1 million vehicles and generate adjusted operating profit of just under 12 billion euros ($15 billion) on revenues over 165 billion euros, based on aggregated 2019 results (excluding Faurecia).
** To unite brands such as Fiat, Jeep, Dodge, Ram Alfa Romeo and Maserati with Peugeot, Citroen, Opel and DS.
** FCA and PSA expect to complete their tie-up on Jan. 16, ahead of an earlier indication that aimed for a closing within the first quarter of this year.
** PSA Chief Executive and future Stellantis CEO Carlos Tavares said all regulatory approvals had been obtained.
** The new group is to be domiciled in the Netherlands, with listings in Paris, Milan and New York.
** Stellantis shares will start trading in Milan and Paris on Jan. 18, and in New York on the following day.
** FCA and PSA gained European Union antitrust approval for their merger in December, after pledging to boost Japanese rival Toyota Motor.
** Tavares is to be the group’s CEO for an initial five-year term. FCA Chairman John Elkann is to become chairman.
** FCA CEO Mike Manley is to head the American operations of Stellantis.
** The merged group is to have 11 board members including Tavares, five nominated by PSA and five by FCA.
** The merger is expected to generate more than 5 billion euros in annual synergies. The two groups say no plants will be closed.
** Manley said 40% of the expected synergies from the merger will come from the convergence of platforms and powertrains and from optimising R&D investments, 35% from savings on purchases, 7% from savings on sales operations and general expenses.
** FCA and PSA signed a binding tie-up agreement in December 2019, which was amended in September last year to reflect a change in conditions as a result of the COVID-19 pandemic.
** FCA is to pay its shareholders a 2.9 billion euro special dividend. That was cut from an original 5.5 billion euros to preserve cash because of the coronavirus crisis. PSA has said it would postpone the planned spin-off of its 46% stake in parts maker Faurecia until after the merger’s closing and extend it to all shareholders.
** Based on performance, market conditions and outlook, the boards of both FCA and PSA will consider a potential 500 million euro dividend to shareholders of each company before the closing of the merger or, alternatively, a one billion euro dividend to all Stellantis shareholders after the closing.
** FCA’s robot unit Comau, initially set to be spun off before the merger with PSA, will now be separated promptly after the closing of the tie-up deal, for the benefit of all shareholders of the combined company. ** China’s Dongfeng Motor is to reduce its 12.2% stake in PSA by selling 30.7 million shares to the French company in a move that eased approval for the deal in the United States. Dongfeng is to hold 4.5% of the merged group.
** Major shareholders Exor, French state bank Bpifrance Participations and the Peugeot family are to 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 Dongfeng.
** Exor, the holding company of the Agnelli family which controls FCA with a 28.5% stake, would become the new automaker’s single largest investor, with a 14.4% stake.
** A seven-year standstill period following completion of the merger - when extraordinary operations affecting governance cannot be carried out - would apply to Exor, Bpifrance Participations, Dongfeng and the Peugeot family.
** A loyalty scheme for long-term investors will allow Stellantis top shareholders to tighten their grip and head off any potential hostile bidders.
** 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 and Morgan Stanley, with Perella working for its independent board member. Lazard is advising Exor. ($1 = 0.8152 euros)
Reporting by Giulio Piovaccari; Editing by Alexander Smith and Barbara Lewis