Completion of the purchase process of Chrysler Group formed a new company called Fiat Chrysler Automobiles. The new automotive company is headquartered in the Netherlands, while its shares are listed on stock exchanges in New York and Milan.
The automotive industry can boast with a new company, Fiat Automobiles Chrysler, composed of the old Fiat S.p.A. and Chrysler Group LLC. The new company is headed by Sergio Marchionne, the former CEO of the previous companies.
Fiat Chrysler Automobiles = Fiat Group + Chrysler Group
Under this merger, Fiat Chrysler Automobiles has become the seventh largest corporation in the automotive industry with a portfolio of 11 automakers and 3 auto parts and accessories manufacturers . Once the whole process is approved, Fiat Chrysler Automobiles will be listed on the New York Stock Exchange, with an additional listing on the Mercato Telematico Azionario in Milan, trading starting with October 1, 2014.
The Fiat S.p.A. shareholders may refrain from participation in the new company following to be compensated for their shares, valued at their medium of the past six months, while F.C.A. NV shares will have a ratio of 1:1 with those of the Fiat S.p.A.
The headquarter of the new company is a sensitive matter to Sergio Marchionne, because neither Italy nor the U.S.A. were chosen as host countries. For tax reasons, the new company was registered under the Dutch NewCo name, then renamed Fiat Chrysler Automobiles N.V., which means it is headquartered in the Netherlands, but the tax residence is in the U.K. According to the Chairman John Elkann, the decision favors U.S. investors that the new company wants to attract.
Some auto industry analysts say that choosing a headquarter for Fiat Chrysler Automobiles in Italy or in the U.S. would have caused problems with the Governments of the two countries. The former Chrysler company was rescued three years ago by an infusion of funds from the U.S. government, while Fiat is the largest private employer in Italy, making both governments wanting to maintain the companies in their native countries .
“The choice of the Netherlands and the U.K. could allow the group to have better taxation both on dividends and capital gains,” said Monica Bosio, an analyst at Intesa Sanpaolo in Milan.
“The question of the legal headquarters is absolutely secondary. What counts are jobs and the number of cars sold,” said the Italian Prime Minister Enrico Letta.
Fiat Chrysler Automobiles – The brands
Fiat Chrysler Automobiles will be the parent company for the following car brands: Abarth, Alfa Romeo, Chrysler, Dodge, Ferrari, Fiat, Fiat Professional, Jeep, Lancia, Maserati, Ram Trucks and SRT; components (Mopar, Magneti Marelli), production automation (Comau) and metal foundry Teksid.
The main research, development and finance operations of the Fiat Chrysler Automobiles will be kept in Torino, but also in Auburn Hills, Michigan for logistical reasons, explains Sergio Marchionne. Just as before, Sergio Marchionne is committed to regularly travel between the two offices of the former Chrysler and Fiat, saying that the unofficial headquarter of the new company will be on an airplane.
[learn_more caption=”Fiat Chrysler Automobiles Press Release”] Fiat S.p.A. Reorganizes After Completion of the Purchase of Chrysler Group LLC
“Five years ago, we began to cultivate a vision that went beyond industrial cooperation to include full cultural integration at all levels. We have worked tenaciously and single-mindedly to transform differences into strengths and break down barriers of nationalistic or cultural resistance. Today, we can say that we have succeeded…” said Sergio Marchionne, CEO of Fiat Chrysler Automobiles.
January 29, 2014 , Turin, Italy – Today, the Board of Directors of Fiat S.p.A. (“Fiat”) approved a corporate reorganization and the formation of Fiat Chrysler Automobiles (“FCA”) as a fully-integrated global automaker.
Following Fiat’s acquisition of the minority equity interest in Chrysler Group LLC, previously held by the VEBA Trust, the Fiat Board of Directors has reviewed options for the most appropriate governance and corporate structure.
In order to establish a true peer to the major global automotive groups, in both scale and capital market appeal, the Board has decided to establish Fiat Chrysler Automobiles N.V., organized in the Netherlands, as the parent company of the Group. FCA’s common shares will be listed in New York and Milan.
“A new chapter of our story begins with the creation of Fiat Chrysler Automobiles. A journey that started over a decade ago, as Fiat sought to ensure its place in an increasingly complex marketplace, has brought together two organizations each with a great history in the automotive industry and different but complementary geographic strengths. FCA allows us to face the future with a renewed sense of purpose and vigor,” said John Elkann, Chairman of Fiat.
Sergio Marchionne, CEO of Fiat and Chairman/CEO of Chrysler Group said: “Today is one of the most important days in my career at Fiat and Chrysler. Five years ago we began to cultivate a vision that went beyond industrial cooperation to include full cultural integration at all levels. We have worked tenaciously and single-mindedly to transform differences into strengths and break down barriers of nationalistic or cultural resistance. Today we can say that we have succeeded in creating solid foundations for a global automaker with a mix of experience and know-how on a level with the best of our competitors. An international governance structure and listings will complete this vision and improve the Group’s access to global markets bringing obvious financial benefits.”
Under the proposal approved by the Fiat Board, Fiat shareholders will receive one FCA common share for each Fiat share they hold and the FCA common shares will be listed on the New York Stock Exchange (NYSE) with an additional listing on the Mercato Telematico Azionario (MTA) in Milan. FCA is expected to be resident for tax purposes in the United Kingdom, but this is not expected to affect the taxes payable by Group companies in the jurisdictions in which their activities are carried out.
In order to foster the development and continued involvement of a core base of long-term shareholders, FCA will adopt a loyalty voting structure, under which Fiat shareholders who are present or represented by proxy at the Fiat shareholder meeting called to vote on the proposal and who continue to hold their shares until the closing, regardless of how they vote, are eligible to receive special voting shares equivalent in number to the newly-issued FCA common shares they receive. The special voting shares will be subject to specific terms and conditions.
After the closing, shareholders who hold their FCA common shares for at least three years would also be entitled to participate in the loyalty voting structure.
FCA shareholders will be eligible for loyalty voting until they transfer their common shares. This structure is intended to facilitate a stable shareholder base and reward long-term share ownership, while allowing the Group enhanced flexibility to pursue strategic opportunities.
The proposed transaction is subject to approval of the final documentation by Fiat’s Board of Directors and shareholders.
The transaction would also be subject to limited closing conditions, including listing on the NYSE and a €500 million cap on the exercise of withdrawal rights arising under Italian law by Fiat shareholders and opposition rights by Fiat creditors. Listing on the MTA in Milan is expected to occur after trading on the NYSE has commenced.
The transaction is expected to be completed by the end of the year.
Today’s decisions, and the jurisdiction of the parent company in particular, are based on the needs and opportunities resulting from the creation of a large, global auto group through the union of Fiat and Chrysler.
The existing organization based on four operating regions will remain central to the operating and management structure of the new Group. All activities forming part of FCA will continue with the same mission, including manufacturing plants in Italy and elsewhere around the globe, with no impact on headcount.
The Group will present a long-term business plan to the financial community at the beginning of May 2014.
Fiat and Chrysler Adopt a New Logo
January 29, 2014 , Turin, Italy – Following an initial phase with the two corporate logos appearing side-by-side – symbolizing the desire to respect the history, culture and industrial roots of the two groups – both Fiat and Chrysler now require a new corporate identity representative of an organization that is much more than the sum of its two component parts, based on strong core values that represents a unique corporate culture, a common vision and a Group with an international reach.
Created by RobilantAssociati, this branding project began with definition of a distinct strategic concept that served as the basis for creation of the name, logo, house style and entire corporate identity, whose universal and essential forms are strongly expressive and evocative.
Use of an acronym helps create a transition from the past, without severing the roots, while at the same time reflecting the global scope of the Group’s activities. Easy to understand, pronounce and remember, it is a name well suited to a modern, international marketplace.
The three letters in the logo are grouped in a geometric configuration inspired by the essential shapes used in automobile design: the F, derived from a square, symbolizes concreteness and solidity; the C, derived from a circle, representing wheels and movement, symbolizes harmony and continuity; and finally, the A, derived from a triangle, indicates energy and a perennial state of evolution.
The logo’s design lends itself to an extraordinary range of symbolic interpretations. It uses a versatile, modern language capable of expressing continuous change without losing its core identity.
The new logo will be adopted by Fiat and Chrysler as soon as practicable and before completion of the reorganization of the new Group.[/learn_more]
Fiat Chrysler Automobiles via FCA | USAToday | Forbes