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FCA-Renault merger talks: France wants job guarantees and Nissan on board

PARIS — France will seek protection of local jobs and other guarantees in exchange for supporting a merger between carmakers Renault and Fiat Chrysler, its finance minister said on Tuesday, underscoring the challenges facing the plan. Renault Chairman Jean-Dominique Senard arrived in Japan to discuss the proposed tie-up with the French company's existing partner Nissan — another potential obstacle to the $35 billion-plus merger of equals. Renault and Italian-American rival Fiat Chrysler Automobiles (FCA) are in talks to tackle the costs of far-reaching technological and regulatory changes by creating the world's third-biggest automaker. Nissan found out about Renault's merger talks with Fiat Chrysler only days before they became public, four sources told Reuters, stoking fears at the Japanese carmaker that a deal could further weaken its position in a 20-year alliance with Renault. A deal between Renault and FCA would create a player ranked behind only Japan's Toyota and Germany's Volkswagen and target 5 billion euros ($5.6 billion) a year in savings. Some analysts, however, say the companies face a challenge to win over powerful stakeholders ranging from the French and Italian governments to trade unions and Nissan. Patrick Pelata, a former Renault chief operating officer, also criticized the deal plan for undervaluing Renault and threatening to overstretch its engineering resources. By valuing Renault at its market price, the all-share offer attributes a negative 6 billion euro value to Renault operations after deduction of its 43.4% stake in Nissan and 3.1% Daimler holding, Pelata told BFM radio. "That's hardly reasonable," he said. "And I think that shareholders, including the French state, are bound to take issue with this sooner or later." Pelata added: "FCA has big problem because they haven't invested for the future — they have no electric vehicle platform and they've done nothing in autonomous cars." French finance minister Bruno Le Maire told RTL radio on Tuesday that the plan was a good opportunity for both Renault and the European car industry, which has been struggling for years with overcapacity and subdued demand. France sets conditions Le Maire also said the French government would seek four guarantees in exchange for backing a deal that would reduce its 15% stake in Renault to 7.5% of the combined entity. "The first: industrial jobs and industrial sites.

Fiat Chrysler and Renault pursue $35-billion merger to combat car industry upheaval

MILAN/PARIS — Fiat Chrysler pitched a finely balanced merger of equals to Renault on Monday to tackle the costs of far-reaching technological and regulatory changes by creating the world's third-biggest automaker. If it goes ahead, the $35 billion-plus tie-up would alter the landscape for rivals including General Motors and Peugeot maker PSA Group, which recently held inconclusive talks with Fiat Chrysler (FCA), and could spur more deals. Renault said it was studying the proposal from Italian-American FCA with interest, and considered it friendly. Shares in both companies jumped more than 10 percent as investors welcomed the prospect of an enlarged business capable of producing more than 8.7 million vehicles a year and aiming for 5 billion euros ($5.6 billion) in annual savings. It would rank third in the global auto industry behind Japan's Toyota and Germany's Volkswagen. But analysts also warned of big complications, including Renault's existing alliance with Nissan, the French state's role as Renault's largest shareholder and potential opposition from politicians and workers to any cutbacks. "The market will be careful with these synergy numbers as much has been promised before and there isn't a single merger of equals that has ever succeeded in autos," Evercore ISI analyst Arndt Ellinghorst said. With these sensitivities in mind, FCA proposed an all-share merger under a listed Dutch holding company. After a 2.5 billion euro dividend for existing FCA shareholders - giving a big upfront boost to the Agnelli family that controls 29% of FCA - investors in each firm would hold half of the new entity. The merged group would be chaired by Agnelli family scion John Elkann, sources familiar with the talks told Reuters, while Renault chairman Jean-Dominique Senard would likely become CEO. Italian Deputy Prime Minister Matteo Salvini said the proposed merger could be good news for Italy if it helped FCA to grow, but it was crucial to preserve jobs. He did not comment on the French government's 15% stake in Renault, but an influential lawmaker from the ruling League party said Rome may seek a stake in the combined group to balance France's holding. A deal could also have profound repercussions for Renault's 20-year-old alliance with Nissan, already weakened by the crisis surrounding the arrest and ouster of former chairman Carlos Ghosn late last year. The Japanese carmaker has yet to comment on FCA's proposal.

Fiat Chrysler and Renault are in advanced partnership talks

Fiat Chrysler Automobiles and Renault are in advanced discussions about a possible alliance, according to a report from the Financial Times citing an anonymous "person familiar with the matter." The news isn't particularly surprising, as FCA has been a constant subject of merger and alliance talks for as long as many of us can remember. We've reported on a potential tie-up between these two automakers several times, as far back as 2008 and as recently as two months ago. FCA CEO Mike Manley has mentioned the company's openness to merging with another automaker. At the Geneva Motor Show a few months back, he said, "We have a strong independent future, but if there is a partnership, a relationship or a merger which strengthens that future, I will look at that." It's no secret that FCA is much stronger in the United States than it is in Europe. For its part, Renault has basically zero presence in the United States. A partnership or potential alliance between the two could shore up each automaker's weak spots and allow the group to split investment money into new technologies, including electric vehicles and autonomy. Of course, Renault is already tied up with Nissan and Mitsubishi, but that partnership has been a little tattered since the arrest of former Nissan and Renault CEO Carlos Ghosn on charges of financial misconduct in Japan. And in addition to Renault, FCA is understood to have discussed various partnership strategies with the PSA Peugeot Citroen group. What a final agreement – if there's any agreement at all – could look like between the two global automakers remains to be seen, and the report from Financial Times cautions that many different options for FCA and Renault are currently on the table. In other words, stay tuned.

Renault to propose joint holding company with Nissan, Nikkei reports

TOKYO — Renault SA will propose to Nissan Motor Co a plan to create a joint holding company that would give both firms equal footing as the French automaker seeks further integration with its Japanese partner, the Nikkei newspaper reported on Friday. Under the proposal, both firms would nominate a nearly equal number of directors to the new company in which ordinary shares in both Nissan and Renault would be transferred on a balanced basis, the newspaper said, without citing sources. This would effectively dilute the stake held by the French government in Renault to around 7-8 percent, from its current 15 percent, it added. The new company would be headquartered in a third country, such as Singapore. Renault plans to make the proposal to Nissan soon, the Nikkei said, having modified an earlier merger idea that Nissan rejected on April 12. Nissan declined to comment on the issue. The Financial Times newspaper reported that both Nissan and the Japanese government have refused to engage in merger talks with Renault. The report of the proposal comes as the outlook for the alliance — one of the world's top automaking partnerships — has clouded since the arrest in November of its main architect, Carlos Ghosn, for suspected financial misconduct. It also comes as Nissan's financial performance struggles following years of focusing on volume sales over building its brand, particularly in the United States, its biggest market. Nissan slashes its forecast This week, the Japanese automaker slashed its profit forecast for the year just ended to its lowest in nearly a decade, citing weakness in its U.S. operations. Renault for years has been vying for a closer merger with Nissan, which it rescued from the brink of bankruptcy two decades ago. Ghosn had been working to achieve a deeper integration before his arrest on financial misconduct charges in November last year. While the automakers have been consolidating many of their operations over the past decade, including procurement and production, many executives at Nissan have opposed an all-out merger with Renault. Instead, Nissan has argued for a more equal footing with Renault, which holds a 43 percent stake in its bigger partner. Nissan holds a 15 percent stake in Renault. It was unclear whether Renault would hold the casting vote in major decisions at the new company, as it did in Renault-Nissan B.V., a strategic management company jointly held by both companies that oversaw operations for the partnership.

Nissan slashes profit forecast as Ghosn arrest hurts brand appeal

TOKYO — Nissan cut its profit forecast for the fiscal year through March on Wednesday to reflect slowing sales, higher costs and the fallout from a criminal investigation of its former chairman, Carlos Ghosn. Nissan Motor Co. expects to post a 319 billion yen ($2.9 billion) profit for the fiscal year, marking a 22% drop from its earlier 410 billion yen ($3.7 billion) forecast. Nissan said the downgrade reflects higher costs in the U.S. from a warranty extension campaign for some vehicles and falling sales due to "corporate issues," alluding to the Ghosn scandal. Ghosn was arrested in November and is facing charges of underreporting his income and breach of trust. He says he is innocent. He was released on bail in March and is awaiting another court decision on bail after his re-arrest on April 4. Nissan, which is allied with Renault SA of France, has seen sales lag in France and Japan, where Ghosn is widely known. In the U.S. and China, buyers aren't as affected by the scandal, but the markets there overall have slowed. Other factors contributed to the revision, such as production not keeping up with demand for the Note, an extremely popular model in Japan. But the high-profile scandal has weakened the brand appeal of the maker of the Leaf electric car, Infiniti luxury model and X-trail sports utility vehicle. Nissan said it expects to sell 5.5 million vehicles in this fiscal year. Earlier it predicted it would sell 5.6 million. The company sold nearly 5.8 million vehicles in the fiscal year that ended in March 2018. The automaker reduced its sales outlook by 0.2% for the fiscal year through March 2019 to 11.5 trillion yen ($103 billion), compared to its previous forecast. It was Nissan's second downgrade for its outlook following one in February that cited faltering sales in China and the U.S. At that time, Nissan also logged costs about 9.2 billion yen ($83 million) related to the alleged underreporting of Ghosn's compensation. Nissan has promised to strengthen its corporate governance to prevent a recurrence of what it says is serious wrongdoing by Ghosn. Ghosn was sent by Nissan's French alliance partner, Renault SA, to help turn the Japanese automaker around when it was near bankruptcy 20 years ago. The future of the alliance is one of many questions clouding Nissan's future following Ghosn's ouster since he was the main liaison for the alliance, which includes smaller Japanese automaker Mitsubishi Motors.

Nissan reportedly rejecting Renault proposal for closer ties

TOKYO — Nissan Motor Co Ltd will reject a management integration proposal from French partner Renault SA and will call for an equal capital relationship, the Nikkei newspaper said on Monday, citing sources. Nissan's management feels the Japanese company has not been treated as an equal of Renault under existing capital ties, and a merger would make this inequality permanent, the Nikkei reported. The outlook for the alliance — one of the world's top automaking partnerships — has been in focus since the arrest in November of its main architect, Carlos Ghosn, on charges of financial misconduct. The former Nissan and Renault chairman has denied the charges against him and has said he was the victim of a boardroom coup by Nissan executives opposed to closer ties. To which, Bloomberg reported that it has seen emails in which Nissan executives were working with Japanese government officials to defend the company's independence, as Ghosn was pushing for a full merger. The emails indicate growing concern at high levels of the Japanese government, in the months before Ghosn's arrest, that his merger efforts would boost Renault and its largest shareholder, the French government, and harm Nissan, in a relationship the Japanese already saw as lopsided. The emails indicated a desire to keep the existing structure of the alliance with a "re-balancing of the shareholding" to reduce Renault's 43 percent stake in Nissan, and stated that Nissan's independence "should be respected." Nissan declined to comment directly on the emails, while reiterating that misconduct by Ghosn and his former aide, Greg Kelly, is "the sole cause of the chain of events." Renault saved Nissan from the brink of bankruptcy two decades ago and under their current capital alliance, the French company holds greater control over its much larger partner. Nissan Chief Executive Hiroto Saikawa declined to say whether the company had received a merger proposal from Renault. "Now is not the time to think of such things," he told a group of reporters outside of his house in Tokyo. "At the moment we are focused on improving Nissan's earnings performance. Please give us time to do that." Renault declined to comment on the report. Renault has argued in its proposal that an integration would maximize synergies within the French-Japanese alliance, according to the Nikkei. The Financial Times reported last month of Renault's intention to restart merger talks with Nissan within 12 months.

Carlos Ghosn's lawyer requests bail again after Nissan ex-chairman indicted — again

TOKYO — Japanese prosecutors indicted Carlos Ghosn on Monday on another charge of aggravated breach of trust, a Tokyo court said, the fourth charge against the former Nissan Motor Co Ltd chairman, which his lawyers met immediately with a bail request. The charge came on the day Ghosn's latest detention period was set to expire. Ghosn had been out on bail when authorities arrested him for a fourth time on April 4 on suspicion he enriched himself at a cost of $5 million to the automaker. "We are confident that we have the evidence to successfully prosecute all four cases," an official from the prosecutor's office said at a briefing after the indictment was announced. Ghosn has denied all four of the charges, which include understating his income, and said he is the victim of a boardroom coup. He has accused former colleagues of "backstabbing," describing them as selfish rivals bent on derailing a closer alliance between Nissan and its top shareholder, France's Renault SA. "Carlos Ghosn is innocent of the latest charges brought against him by the Tokyo prosecutors, aided and abetted by certain Nissan conspirators," a Ghosn representative said in a statement. The case has exposed tensions in the Nissan-Renault alliance forged by Ghosn some two decades ago when the French automaker invested in Nissan, then on the brink of bankruptcy — a deal that gave Renault control over its larger partner. Nissan is due to reject a management integration proposal from Renault and will instead call for an equal capital relationship, the Nikkei newspaper said on Monday, citing sources. Ghosn's arrest has also focused a harsh light on Japan's judicial system, which critics refer to as "hostage justice" as defendants who deny their charges are often not granted bail. Under Japanese law, prosecutors are able to hold suspects for up to 22 days without charge and interrogate them without their lawyers present. In accordance with these terms, prosecutors had to indict or release Ghosn by Monday. According to the latest indictment, Ghosn caused a total of $5 million in losses to Nissan from July 2017 through July 2018. During that period, prosecutors allege two separate payments of $5 million were made from the account of a Nissan subsidiary into the account of an overseas dealership. A total of $5 million was subsequently transferred from the dealership's account to another account in which Ghosn had an interest.

Carlos Ghosn video: 'This is about conspiracy. This is about backstabbing'

TOKYO — Nissan's former Chairman Carlos Ghosn maintained his innocence in a video released by his legal team Tuesday and accused some executives at the Japanese automaker of a "conspiracy" that led to his arrest on financial misconduct allegations. "The first message is that I'm innocent," said Ghosn, wearing a white shirt and dark jacket and speaking calmly in the nearly 10-minute video shown at the Foreign Correspondents' Club in Tokyo. "This is a conspiracy," he said. "This is not about specific events, this is not about, again, greed, this is not about dictatorship. This is about a plot. This is about conspiracy. This is about backstabbing." His lawyer Junichiro Hironaka said the video was prepared in case Ghosn was not able to speak at a news conference planned for Thursday. Ghosn was arrested last week while out on bail and remains at the Tokyo Detention Center. Ghosn said the executives behind the conspiracy were motivated by what he called "selfish fears," including what they saw as a merger with French alliance partner Renault SA. They mistook his leadership for greed and dictatorship, when he was the biggest defender of Nissan's autonomy, Ghosn said. He also said he was worried about Nissan, wondering whether those executives were really watching out for the company. Hironaka said a section of the video in which Ghosn mentioned names was removed on his legal advice. Nissan Motor Co., while declining to comment on the criminal case, has said an internal investigation has found that Ghosn falsified financial documents to under-report compensation, and that he used Nissan money for personal gain. "Nissan's internal investigation has uncovered substantial evidence of blatantly unethical conduct," company spokesman Nicholas Maxfield said when asked for comment on Ghosn's video. "The company's focus remains on addressing weaknesses in governance that enabled this misconduct." Ghosn's fourth arrest was on a fresh breach of trust allegation based on suspicion that payments from a Nissan subsidiary to an Oman dealership were diverted to a company effectively run by Ghosn. On Monday, Nissan Motor Co. shareholders voted to oust Ghosn from its board and to approve the appointment of French alliance partner Renault SA's Chairman Jean-Dominique Senard as Ghosn's replacement. Renault owns 43 percent of Nissan.

Nissan shareholders oust Carlos Ghosn from board of directors

TOKYO — Nissan's shareholders approved on Monday the ouster from the Japanese automaker's board of its former chairman, Carlos Ghosn, who is facing allegations of financial misconduct. The approval, which was expected, was indicated by applause from the more than 4,000 people gathered at a Tokyo hotel for a three-hour extraordinary shareholders' meeting. Other votes had been submitted in advance. Ahead of the vote, Nissan's top executive apologized to shareholders for the scandal at the Japanese automaker and asked them to approve Ghosn's dismissal. Chief Executive Hiroto Saikawa and other Nissan executives bowed deeply in apology to shareholders attending the extraordinary meeting at a Tokyo hotel. Shareholders also approved the appointment of French alliance partner Renault SA's Chairman Jean-Dominique Senard to replace Ghosn. Renault owns 43 percent of Nissan. Senard, introduced to shareholders at the meeting's end, thanked them and promised to do his best to keep the automaker's performance on track. "I will dedicate my energy to enhance the future of Nissan," said Senard. The shareholders also gave a green light to removing from the board a former executive direct, Greg Kelly, who has been charged with collaborating with Ghosn in the alleged misconduct. Angry shareholders demanded an explanation for how wrongdoing on an allegedly massive scale had gone unchecked for years. The meeting was closed except to stockholders but livestreamed. One shareholder said Nissan's entire management should resign immediately. Saikawa said he felt his responsibility lay in fixing the shoddy corporate governance at Nissan first, and continuing to lead its operations. Another shareholder asked if Nissan was prepared for a damage lawsuit from shareholders since its stock price has plunged. "I deeply, deeply apologize for all the worries and troubles we have caused," Saikawa said. "This is an unprecedented and unbelievable misconduct by a top executive." He outlined the findings of an internal investigation, such as payments of a consultation fee to Ghosn's sister for 13 years. The investigation has also found too much power had been focused in one person, he said. Ken Miyamoto, 65, a Nissan shareholder, said he was disappointed. "It is really such a pity as he was a brilliant manager," Miyamoto said of Ghosn before heading into the meeting.

Carlos Ghosn's detention extended over fresh allegations

TOKYO — A Japanese court on Friday approved the detention of former Nissan Chairman Carlos Ghosn through April 14 after his latest arrest over financial misconduct allegations, a move that has raised questions among legal experts. The former star executive was taken into custody Thursday over fresh allegations that $5 million sent by a Nissan Motor Co. subsidiary and meant for an Oman dealership was diverted to a company effectively controlled by Ghosn. Ghosn spent nearly four months in detention and was just released last month after meeting stringent bail conditions while he awaits trial over earlier allegations that he under-stated his compensation in financial documents, had Nissan shoulder his personal investment losses and made dubious payments to a Saudi businessman. The Tokyo District Court on Friday approved the initial 10-day detention request from prosecutors, who can seek another 10-day extension before needing to file charges against Ghosn, release him or accuse him of fresh misconduct that needs investigating. Stringing out a suspect's arrest for the full 20 days and then raising fresh accusations is common in Japan, where it is known as a "rearrest." Critics say it allows suspects to be grilled by the authorities, resulting in some signing confessions to crimes they never committed. But it is rare for a suspect to receive bail and then be taken back into custody. Ghosn, 65, was first arrested Nov. 19 and released March 6 on 1 billion yen ($8.9 million) bail, after two previous rearrests. He says he is innocent of all allegations. Prosecutors argue the latest allegations are different from the previous ones, but his legal team says they are part of the same scenario of alleged wrongdoing. In demanding the latest detention, prosecutors argued Ghosn may tamper with evidence related to the fresh allegations. Prosecutors had earlier fought against bail for Ghosn, a citizen of France, Brazil and Lebanon, arguing he was a flight risk. Ghosn's lawyer Junichiro Hironaka pointed out prosecutors have already raided Ghosn's property and taken everything, leaving little to tamper with.