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Fiat board makes Chrysler merger official, approves $5.4B bond sale

Fiat's board of directors has officially approved the merger plan that will see the conglomerate's automotive operations merged with Chrysler into the new Fiat Chrysler Automobiles.
The plan essentially provides a road map for the structure of the new company. It includes provisions for Fiat shareholders - one Fiat share will translate to one share of FCA common stock. The new company will also include a loyalty voting structure, which will provide for shareholders of Fiat stock or those that have held FCA stock for at least three years. According to the plan, these shareholders would see their voting power double, with two votes for every share of FCA's common stock. The overall merger plan still needs to be approved by the company's shareholders.
In other Fiat-related news, the company's board has announced a bond issuance of four billion euro ($5.4 billion). The new bonds should provide the company with a degree of flexibility in refinancing debts associated with the merger plan.

Fiat Chrysler's profit boosted by Ram and Jeep in North America

MILAN/DETROIT — Fiat Chrysler took the market by surprise by sticking to its full-year profit guidance on Wednesday after a strong performance from its Ram pickup truck in North America helped it defy an industry slowdown. Chief Executive Mike Manley, in FCA's first earnings release since a failed attempt to merge with France's Renault, also left the door open to that or other deals. "We are open to opportunity," Manley said on a call with analysts. "I have no doubt why there still would be interest in it," he added, when pressed on what it would take to revive talks with Renault. Manley declined to comment further. FCA last month abandoned its $35 billion merger offer for Renault, blaming French politics for scuttling what would have been a landmark deal to create the world's third-biggest automaker. Manley said a merger was not a must-have and Fiat Chrysler's business plan was strong. The company said it remained confident its adjusted earnings before interest and tax (EBIT) would top last year's 6.7 billion euros ($7.5 billion). Given disappointing forecasts from other automakers this earnings season, FCA's confirmation of the outlook sent Milan-listed shares in the Italian-American automaker, whose other brands include Jeep, up over 4%. A broad-based auto sales downturn has rattled the sector, forcing FCA's competitors — including Renault, Daimler and Aston Martin — to cut their sales forecasts after second-quarter results, while U.S. carmaker Ford gave a weaker-than-expected 2019 profit outlook. Japan's Nissan, a long-term partner of Renault, said it would cut 12,500 jobs by 2023 after its earnings collapsed. In the second quarter FCA's adjusted EBIT totaled 1.52 billion euros, versus analysts' expectations of 1.43 billion euros, according to a Reuters poll. FCA's U.S. shipments were down 12% in the second quarter but the group said that the successful performance of its Ram brand resulted in an enhanced share of the large pickup truck market of 27.9%, up 7 percentage points from last year. Adjusted EBIT margin in North America rose to 8.9% from 6.5% in the first quarter, thanks to strong demand for the heavy-duty Ram and the new Jeep Gladiator pickup. Chief Financial Officer Richard Palmer also said FCA expected to report up to 10% margins in the region in both the third and fourth quarters.

Marchionne ready to get tough with GM over merger

FCA CEO Sergio Marchionne absolutely refuses to let go of his dream of a merger with General Motors. With official discussions not happening, Marchionne now hints that a hostile takeover attempt of The General could be under consideration as a future strategy. In a massive interview with Automotive News, the boss explains why a tie-up with GM might be such a windfall for both automakers. By Marchionne's numbers, a merged GM-FCA would produce $30 billion a year in global earnings and 17 million vehicles annually. He claims these huge figures are based on analyzing plants around the world to find growth opportunities. So far, GM is refusing to sit down and look at the numbers, let alone even begin to negotiate. For now, Marchionne just wants to talk, but he's not against aggressive action, if necessary. He uses a bizarre metaphor in the interview to explain his feelings. "There are varying degrees of hugs. I can hug you nicely, I can hug you tightly, I can hug you like a bear, I can really hug you. Everything starts with physical contact," he said to Automotive News. "An attack on GM, properly structured, properly financed, it cannot be refused," he said in the interview. Marchionne is looking for partners, too. The UAW's significant stake in GM could be a strong ally, and he's reportedly recruiting activist investors for more help. Selling Magneti Marelli and spinning off Ferrari would put even more cash in the war chest. Both sides also have banks at their aid. While Marchionne received positive replies from some of his "Plan B" partners, he apparently lost interest in working with them. "Are they the people I wanted to get the response from? The answer is probably not. There are people who are interested in doing deals," he said in the interview. News Source: Automotive News - sub. req.Image Credit: Paul Sancya / AP Photo Earnings/Financials Chrysler Fiat GM Sergio Marchionne FCA merger