FCA and Groupe PSA revise merger agreement

Worldwide
Published:  22 September, 2020

The automotive manufacturers said they have agreed the amendments in order to address the liquidity impact on the automotive industry of the Covid-19 pandemic.

FCA and Groupe PSA said they have agreed to amend certain terms of their binding 50/50 Combination Agreement to create Stellantis, the world’s 4th largest global automotive OEM by volume. The amendments, unanimously approved by the Boards of both companies with support of reference shareholders, seek to address the liquidity impact on the automotive industry of the Covid-19 pandemic while preserving the economic value and fundamental balance of the original Combination Agreement. The existing commitments to support the transaction from EXOR, the Peugeot family Group (EPF / FFP), Bpifrance and Dongfeng Motor Group (DFG) remain in effect.

Specifically, the special dividend to be distributed by FCA to its shareholders before closing is set at €2.9 billion from the previous €5.5 billion, while Groupe PSA’s 46% stake in Faurecia will be distributed to all Stellantis shareholders promptly after closing following approval by the Stellantis Board and shareholders. As a result of these amendments, FCA’s and Groupe PSA’s respective shareholders will receive equal 23% shareholdings in Faurecia (capitalisation €5.867 billion at market close on September 14, 2020), while their 50/50 ownership of Stellantis, a group that will now have €2.6 billion more cash on its balance sheet, is to remain unchanged. Additionally, it has also been agreed that the Boards of both Groupe PSA and FCA will consider a potential distribution of €500 million to the shareholders of each company before closing or, alternatively, a distribution of €1 billion to be paid following the closing to all Stellantis shareholders

FCA and Groupe PSA have confirmed that in all other respects the economic terms of their Combination Agreement as signed in December 2019 remain unchanged and that completion of the proposed combination is expected to take place by the end of the first quarter of 2021, subject to the previously agreed conditions to closing in the Combination Agreement.