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Fiat Chrysler shares get a boost after revised Stellantis merger deal with PSA

MILAN — Shares in Fiat Chrysler (FCA) rose sharply in Milan on Tuesday after the car maker and French partner PSA revised the terms of their merger deal, with FCA's shareholders getting a smaller cash payout but a stake in another business. FCA and PSA, which last year agreed to merge to give birth to Stellantis, the world's fourth largest car manufacturer, said late on Monday they had amended the accord to conserve cash and better face the COVID-19 challenge to the auto sector. Milan-listed shares in Fiat Chrysler rose almost 8% by 1000 GMT, while PSA gained 1.5%. Under the revised terms, FCA will cut from 5.5 billion euros ($6.5 billion) to 2.9 billion euros the cash portion of a special dividend its shareholders are set to receive on conclusion of the merger. However, PSA will for its part delay the planned spinoff of its 46% stake in car parts maker Faurecia until after the deal is finalized. That means all Stellantis shareholders — and not just the current PSA investors - will get shares in a company which has a market value of 5.8 billion euros. Based on Stellantis' 50-50 ownership structure, FCA and PSA respective shareholders will each receive a 23% stake in Faurecia. Analysts welcomed the 2.6 billion euros in additional liquidity for Stellantis' balance sheet as well as the increase in projected synergies to more than 5 billion euros from 3.7 billion. There was also further reassurance as the two companies confirmed they expected the deal to close by the end of the first quarter of 2021. "All told, the two players emerge as winners," broker ODDO BHF said in a note. "Of the two, FCA might be a bit more of a winner in the short term given the structure of the deal and the numerous payouts to shareholders to come in the quarters ahead (potentially close to 5 billion euros versus the current capitalization of around 16 billion euros)." The special dividend for FCA shareholders had proved contentious after Italy offered state guarantees for a 6.3 billion euro loan to the company's Italian business. "These announcements should, at last, end the debate over the financial terms of the merger, which had become a big topic and was still penalizing the two groups' share performances," ODDO BHF said. PSA and FCA said they would consider paying out 500 million euros to shareholders in each firm before closing or else a 1 billion euro payout to Stellantis shareholders afterwards, depending on market conditions and company performance and outlook.

FCA and PSA sign merger agreement

Confirming an earlier rumor, PSA Group and Fiat-Chrysler Automobiles (FCA) signed a binding merger agreement to create the world's fourth-largest automaker. The partners hope to leverage the benefits of economies of scale as they develop new technologies and expand their global presence. The announcement ends FCA's years-long search for a partner, which nearly ended earlier in 2019 when it came close to merging with Renault, PSA's rival. It brings Fiat, Chrysler, Dodge, Ram, Jeep, Alfa Romeo, Maserati, Lancia, Peugeot, Citroen, DS, and Opel/Vauxhall under the same roof. That's a huge portfolio of brands that often overlap, but executives pledged to keep them all open, as well as all their respective factories as a result of the transaction. They're committed to making this big family of automakers work by building on each one's strengths, whether they're technical or regional. FCA and PSA jointly predicted they'll sell about 8.7 million cars annually around the globe, while posting an ˆ11 billion (about $12.2 million) profit. North America, a strong market for FCA, will provide 43% of its revenues, and 46% will be generated in Europe, where Peugeot's brands are doing better than ever. Together, they plan to achieve ˆ3.7 billion (about $4.1 million) in annual run-rate synergies. They'll notably have the purchasing power to negotiate a better price with suppliers, and they'll merge their research and development efforts where it makes sense to do so. Over two thirds of the group's annual volume will be built on two shared platforms. One will underpin about three million small cars annually, and the other will serve as the foundation for approximately three million compact and mid-sized cars. Details about these architectures haven't been made public yet, but a quick look at both companies' product portfolios reveals the small car will very likely come from Peugeot. Recent additions to its range, like the second-generation 208, are built on a new architecture named Common Modular Platform (CMP) developed with electric powertrains in mind. Meanwhile, Fiat is still making the cheeky 500 on an evolution of the platform found under the second-generation Panda released in 2003. The bigger architecture could come from FCA, however. The group's brands will share engines, transmissions, electric powertrains, infotainment systems, various sensors used to power electronic driving aids, and other components like wiring looms, but each one will retain its own identity.

Fiat buying rest of Chrysler in $4.35 billion deal, IPO avoided

Chrysler will now become a wholly owned member of the Fiat family, as it's been announced that the 41.46-percent stake in the Auburn Hills, MI-based manufacturer owned by the United Auto Workers' VEBA trust fund will be sold to the Italian company. Concluding the agreement will mark the closure of a piecemeal purchase process that could have resulted in an initial public offering.
The total cost of the sale will see the VEBA healthcare trust receive $4.35 billion, $3.65 billion of which will come from Fiat. $1.75 billion of that will be cash, while an additional $1.9 billion will be part of a "special distribution." An additional $700 million will be paid over four separate installments according to reports from Automotive News Europe and USA Today, although the shares will belong to Fiat following the first payment. The deal was reportedly initially struck on Sunday (though it is just being announced today), and is being portrayed as particularly good news for Fiat and Chrysler, which have now prevented the remaining shares going to the stock market in a UAW-forced IPO.
"The unified ownership structure will now allow us to fully execute our vision of creating a global automaker that is truly unique in terms of mix of experience, perspective and know-how, a solid and open organization that will ensure all employees a challenging and rewarding environment," Fiat CEO Sergio Marchionne said in a statement.