IMPORTANT NOTICE
By reading the following communication, you
agree to be bound by the following limitations and
qualifications:
This communication is for informational purposes
only and is not intended to and does not constitute an offer or
invitation to exchange or sell or solicitation of an offer to
subscribe for or buy, or an invitation to exchange, purchase or
subscribe for, any securities, any part of the business or assets
described herein, or any other interests or the solicitation of any
vote or approval in any jurisdiction in connection with the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. This communication should not be
construed in any manner as a recommendation to any reader of this
document.
This communication is not a prospectus, product
disclosure statement or other offering document for the purposes of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of June 14th 2017.
An offer of securities in the United States
pursuant to a business combination transaction will only be made,
as may be required, through a prospectus which is part of an
effective registration statement filed with the U.S. Securities and
Exchange Commission (“SEC”). Shareholders of Peugeot S.A. (“PSA”)
and Fiat Chrysler Automobiles N.V. (“FCA”) who are U.S. persons or
are located in the United States are advised to read the
registration statement when and if it is declared effective by the
SEC because it will contain important information relating to the
proposed transaction. A registration statement on Form F-4 in
connection with the combination of FCA and PSA through a
cross-border merger was filed with the SEC on July 24, 2020 but has
not yet been declared effective. You may obtain copies of all
documents filed with the SEC regarding the proposed transaction,
documents incorporated by reference, and FCA’s SEC filings at the
SEC’s website at http://www.sec.gov. In addition, the effective
registration statement will be made available for free to
shareholders in the United States.
Vélizy-Villacoublay and London, September 14,
2020
FCA and Groupe PSA amend their
Combination Agreement to
further strengthen Stellantis’ opening
capital structure
- FCA special dividend set at €2.9 billion; Groupe PSA’s
Faurecia stake to be distributed post-closing to all Stellantis
shareholders
- Amendments preserve the balance of original Combination
Agreement
- Annual estimated run-rate synergies increased to in
excess of €5 billion
- Confirmation that completion is expected to take place
by the end of Q1 2021
Fiat Chrysler Automobiles N.V. (“FCA”) (NYSE:
FCAU / MTA: FCA) and Peugeot S.A. (“Groupe PSA”) have agreed to
amend certain terms of their binding 50/50 Combination Agreement to
create Stellantis, the world’s 4th largest global automotive OEM by
volume.
The parties have agreed the amendments in order
to address the liquidity impact on the automotive industry of the
COVID-19 pandemic while preserving the economic value and
fundamental balance of the original Combination Agreement. The
amendments have been unanimously approved by the Boards of both
companies with the strong support of their reference shareholders.
The existing commitments to support the transaction from EXOR, the
Peugeot family Group (EPF / FFP), Bpifrance and Dongfeng Motor
Group (DFG) remain in effect.
Specifically, the special dividend to be
distributed by FCA to its shareholders before closing is set at
€2.9 billion (previously €5.5 billion) while Groupe PSA’s 46% stake
in Faurecia will be distributed to all Stellantis shareholders
promptly after closing following approval by the Stellantis Board
and shareholders.
As a result of these amendments, FCA’s and
Groupe PSA’s respective shareholders will receive equal 23%
shareholdings in Faurecia (capitalisation €5.867 billion at market
close, 14th September 2020), while their 50/50 ownership of
Stellantis – a group that will now have €2.6 billion more cash on
its balance sheet – will remain unchanged.
Additionally, it has also been agreed that the
Boards of both Groupe PSA and FCA will consider a potential
distribution of €500 million to the shareholders of each company
before closing or, alternatively, a distribution of €1 billion to
be paid following the closing to all Stellantis shareholders.
These decisions will be taken in light of the performance and
outlook of both companies, market conditions and performance in the
intervening period. Any such distributions will be made only if
approved by the Boards of both companies.
FCA and Groupe PSA confirm that in all other
respects the economic terms of their Combination Agreement as
signed on 17 December 2019 remain unchanged and that completion of
the proposed combination is expected to take place by the end of
the first quarter of 2021, subject to the previously agreed
conditions to closing in the Combination Agreement.
The Boards of both FCA and Groupe PSA are more
than ever convinced of the logic and extraordinary value creating
potential of their merger. Stellantis can leverage from the outset
a strongly diversified business with high margins in its core
regions of Europe, North America and Latin America and a unique
portfolio of well-established and iconic brands. Its best-in-class
products, delivering high customer satisfaction, cover all key
industry segments. Just as importantly, the new company, with its
much greater combined scale, will be equipped to accelerate the
development of highly innovative mobility solutions and
cutting-edge technologies in new energy vehicles, autonomous
driving and connectivity.
As a result of the significant progress made by
the joint workstreams over the past months, the estimated annual
run-rate synergies from the creation of Stellantis have been
significantly increased to in excess of €5 billion from the €3.7
billion originally estimated. The total estimated one-time
implementation cost of achieving these synergies has also increased
from €2.8 billion to a figure of up to €4 billion.
Commenting on the amended agreement, Carlos
Tavares, Chairman of the Managing Board of Groupe PSA, said: “With
this new decisive milestone, we are moving all together towards our
goal in the best possible condition with even greater prospects for
Stellantis. I would like to take this opportunity to warmly thank
the teams who have built reciprocal relations of trust, including
during the COVID-19 confinement. The human factor is at the heart
of the dynamic of such a project, together with the support of our
shareholders who have once again demonstrated their commitment to
the creation of Stellantis.”
Mike Manley, Chief Executive Officer of FCA,
added: “I cannot commend highly enough the commitment of the teams
working towards the launch of Stellantis and of all our people in
overcoming the extraordinary challenges COVID-19 has
presented. Today’s announcement is a further, strong signal
of a common determination to ensure that Stellantis has all the
resources it needs to apply its unique assets, its creative
energies and many opportunities to the creation of superior value
for all our stakeholders.”
Investor Relations:
FCA
Groupe PSA
Joe Veltri: +1 248 576
9257
Andrea Bandinelli: + 33 6 82
58 86 04
Investor.relations@fcagroup.com
communication-financiere@mpsa.com
For further information:
FCA |
Groupe PSA |
Andrea Pallard: +39 335 8737298 andrea.pallard@fcagroup.com Shawn
Morgan: +1 248 760 2621 shawn.morgan@fcagroup.com |
Bertrand Blaise: +33 6 33 72 61 86 bertrand.blaise@mpsa.com Pierre
Olivier Salmon: +33 6 76 86 45 48 pierreolivier.salmon@mpsa.com
|
About FCA
Fiat Chrysler Automobiles (FCA) is a global
automaker that designs, engineers, manufactures and sells vehicles
in a portfolio of exciting brands, including Abarth, Alfa Romeo,
Chrysler, Dodge, Fiat, Fiat Professional, Jeep®, Lancia, Ram and
Maserati. It also sells parts and services under the Mopar name and
operates in the components and production systems sectors under the
Comau and Teksid brands. FCA employs nearly 200,000 people around
the globe. For more information regarding FCA, please visit
www.fcagroup.com
About Groupe PSA
Groupe PSA designs unique automotive experiences
and delivers mobility solutions to meet all customer expectations.
The Group has five car brands, Peugeot, Citroën, DS, Opel and
Vauxhall and provides a wide array of mobility and smart services
under the Free2Move brand. Its ‘Push to Pass’ strategic plan
represents a first step towards the achievement of the Group’s
vision to be “a global carmaker with cutting-edge efficiency and a
leading mobility provider sustaining lifetime customer
relationships”. An early innovator in the field of autonomous and
connected cars, Groupe PSA is also involved in financing activities
through Banque PSA Finance and in automotive equipment via
Faurecia.
Media library: medialibrary.groupe-psa.com
/ @GroupePSA_EN
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking
statements. In particular, these forward-looking statements include
statements regarding future financial performance and the
expectations of FCA and PSA (the “Parties”) as to the achievement
of certain targeted metrics at any future date or for any future
period are forward-looking statements. These statements may include
terms such as “may”, “will”, “expect”, “could”, “should”, “intend”,
“estimate”, “anticipate”, “believe”, “remain”, “on track”,
“design”, “target”, “objective”, “goal”, “forecast”, “projection”,
“outlook”, “prospects”, “plan”, or similar terms. Forward-looking
statements are not guarantees of future performance. Rather, they
are based on the Parties’ current state of knowledge, future
expectations and projections about future events and are by their
nature, subject to inherent risks and uncertainties. They relate to
events and depend on circumstances that may or may not occur or
exist in the future and, as such, undue reliance should not be
placed on them.
Actual results may differ materially from those
expressed in forward-looking statements as a result of a variety of
factors, including: the impact of the COVID-19 pandemic, the
ability of PSA and FCA and/or the combined group resulting from the
proposed transaction (together with the Parties, the “Companies”)
to launch new products successfully and to maintain vehicle
shipment volumes; changes in the global financial markets, general
economic environment and changes in demand for automotive products,
which is subject to cyclicality; changes in local economic and
political conditions, changes in trade policy and the imposition of
global and regional tariffs or tariffs targeted to the automotive
industry, the enactment of tax reforms or other changes in tax laws
and regulations; the Companies’ ability to expand certain of their
brands globally; the Companies’ ability to offer innovative,
attractive products; the Companies’ ability to develop, manufacture
and sell vehicles with advanced features including enhanced
electrification, connectivity and autonomous-driving
characteristics; various types of claims, lawsuits, governmental
investigations and other contingencies, including product liability
and warranty claims and environmental claims, investigations and
lawsuits; material operating expenditures in relation to compliance
with environmental, health and safety regulations; the intense
level of competition in the automotive industry, which may increase
due to consolidation; exposure to shortfalls in the funding of the
Parties’ defined benefit pension plans; the ability to provide or
arrange for access to adequate financing for dealers and retail
customers and associated risks related to the establishment and
operations of financial services companies; the ability to access
funding to execute the Companies’ business plans and improve their
businesses, financial condition and results of operations; a
significant malfunction, disruption or security breach compromising
information technology systems or the electronic control systems
contained in the Companies’ vehicles; the Companies’ ability to
realize anticipated benefits from joint venture arrangements;
disruptions arising from political, social and economic
instability; risks associated with our relationships with
employees, dealers and suppliers; increases in costs, disruptions
of supply or shortages of raw materials; developments in labor and
industrial relations and developments in applicable labor laws;
exchange rate fluctuations, interest rate changes, credit risk and
other market risks; political and civil unrest; earthquakes or
other disasters; uncertainties as to whether the proposed business
combination discussed in this document will be consummated or as to
the timing thereof; the risk that the announcement of the proposed
business combination may make it more difficult for the Parties to
establish or maintain relationships with their employees, suppliers
and other business partners or governmental entities; the risk that
the businesses of the Parties will be adversely impacted during the
pendency of the proposed business combination; risks related to the
regulatory approvals necessary for the combination; the risk that
the operations of PSA and FCA will not be integrated successfully
and other risks and uncertainties.
Any forward-looking statements contained in this
communication speak only as of the date of this document and the
Parties disclaim any obligation to update or revise publicly
forward-looking statements. Further information concerning the
Parties and their businesses, including factors that could
materially affect the Parties’ financial results, are included in
FCA’s reports and filings with the SEC (including the registration
statement on Form F-4 filed with the SEC on July 24, 2020), the AFM
and CONSOB and PSA’s filings with the AMF.
- FCA and Groupe PSA amend their Combination Agreement to further
strengthen Stellantis' opening structure
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