March 2, 2024

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Fiat Chrysler-PSA merger moves to a shareholder vote

PSA shareholders will be requested to weigh in on two key goods:

  • “Review and acceptance of the contemplated cross-border merger by way of absorption of the Business with and into Fiat Chrysler Automobiles NV.” The phrasing is a thing of a technicality: All PSA assets, liabilities and lawful associations would be obtained by FCA, which would then right away be regarded as Stellantis, and based mostly in Amsterdam, FCA’s existing company residence.  
  • A elimination of double voting rights held by particular shareholders. This would be replaced by a “loyalty voting composition” which offers an more vote for every share in the “loyalty registry” if they are held for three consecutive several years in the title of the very same shareholder.  

The resolutions will need to have a two-thirds the vast majority to pass. All the big shareholders — the Peugeot household, Dongfeng and the French point out expenditure fund, Bpifrance — have signaled that they will vote to approve the merger. 
 
FCA shareholders are also voting on two goods:

  • “A proposal to approve the merger and all connected proposals in link with the mix with PSA.” The FCA agenda notes that “PSA will be the disappearing entity and FCA will be the surviving entity,” as component of a cross-border merger. This very first product consists of the appointment of users of the board of administrators of Stellantis and acceptance of the special dividend to be paid out to FCA shareholders.  
  • “A proposal to amend the posts of affiliation to improve and, subsequently, decrease the blended firm’s issued share capital” — this is essential for lawful applications to steer clear of that the deal with value of Stellantis shares – which will be set at .01 euros, like for FCA — develop into adverse with the distribution of Faurecia shares. 

On the FCA aspect, a straightforward the vast majority is necessary for passage, except much less than half of FCA’s issued and exceptional share capital is not represented at the conference in that circumstance a two-thirds the vast majority is desired. The Agnelli household keeping organization Exor, which owns more than 44 {0764260a27b4b31ca71a8adf79c3ae299a61e6f062052eee3f0df84ce9b30ade} of FCA voting rights, has agreed to vote in favor of the merger. 
 
After the merger, Exor would develop into Stellantis’s biggest one shareholder with a fourteen.four {0764260a27b4b31ca71a8adf79c3ae299a61e6f062052eee3f0df84ce9b30ade} stake. The Peugeot household, which just shut an arrangement to improve its stake in PSA, would comply with with a 7.2 {0764260a27b4b31ca71a8adf79c3ae299a61e6f062052eee3f0df84ce9b30ade} stake, even though Bpifrance and Dongfeng would hold six.2 {0764260a27b4b31ca71a8adf79c3ae299a61e6f062052eee3f0df84ce9b30ade} and 5.six {0764260a27b4b31ca71a8adf79c3ae299a61e6f062052eee3f0df84ce9b30ade} respectively. 

Underneath the loyalty plan, the blended voting rights of these top investors in Stellantis could top fifty {0764260a27b4b31ca71a8adf79c3ae299a61e6f062052eee3f0df84ce9b30ade} soon after the three-calendar year time period, according to Reuters calculations.

But no one shareholder will be authorized to hold more than thirty {0764260a27b4b31ca71a8adf79c3ae299a61e6f062052eee3f0df84ce9b30ade} of voting rights based mostly on the loyalty plan, according to the merger arrangement.