It will be the French PSA to buy FCA (other than merger at par)
What emerges about the PSA and FCA merger from the prospectus filed by the two car manufacturers in view of their respective shareholders' meetings
Preparations are proceeding for the merger between FCA and PSA. In the “on par” merger, however, for accounting purposes the French company buys the Italian-American car manufacturer , as can be seen from the prospectus filed by the two car manufacturers in view of their respective shareholders' meetings.
In a financial marriage, therefore, the two protagonists will not have the same weights and powers. All the details.
THE ACQUISITION OF FCA BY PSA
Let's start with what the two companies declare in the merger prospectus . The International Financial Reporting Standards, or IFRS, require the identification of the buyer (and of the acquired company), so in this merger that FCA and PSA continue to define as equal it is the French house that is defined as the buyer. "Based on the assessment of the indicators under IFRS 3 and the consideration of all relevant facts and circumstances," the document states, "FCA and the management of PSA have determined that Peugeot SA is the acquirer for accounting purposes ".
PSA WILL HAVE BODY MAJORITY
And that he is a buyer is also evident from the fact that Psa, which includes the Peugeot, Citroën and DS brands, will have the majority of the board of directors. The Stellantis board of directors will be made up of 11 directors, six of whom will be appointed by PSA (including shareholders, managers and staff).
THE CEO WILL BE CARLOS TAVARES
Other clues about the greater weight of Psa in Stellantis also come from the fact that the first CEO of the new group will be Carlos Tavares, the current president of the board of directors of PSA (and CEO of PSA Group). John Elkann will serve as executive chairman.
AWARD FOR FCA SHAREHOLDERS
It's still. Fiat-Chrysler shareholders will be awarded an award, just like in normal acquisitions.
EXOR MAJORITY SHAREHOLDER
In short, PSA will have greater power in the merger despite Exor, the company of the Agnelli family which is now the largest shareholder of FCA, will maintain the largest stake in Stellantis with 14.4%. The Peugeot family, with the holding companies, Epf and Ffp, will have 7.2% of the group followed by the French public investment bank BPI with 6.2% and the Chinese of Dongfeng with 5.6%. Making some calculations, therefore, 19% of Stellantis will go to the shareholders of Psa.
THE FUTURE MOVES
The shareholding structure is however destined to change. The Chinese shareholder could sell 20.7 million shares to PSA by the end of the year, which Mf-Milano Finanza points out , has already allocated 451 million euros. The Chinese, however, could also decide the amount of Stellantis securities to third parties. The Peugeot family, in turn, will be able to increase the capital of the new auto group by 2.5%, by buying shares from Dongfeng or Bpifrance, which has the right to reduce its stake by 2.5%.
Aside from these small exchanges, Stellantis shareholders have pledged not to sell shares for a three-year period (lock-up). Except if a new major acquisition were to arrive, it would affect Stellantis.
TIMES
While the details of the merger are being finalized, PSA and FCA will have to get married by the beginning of the first quarter of 2021. Shareholders will vote on January 4.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/smartcity/sara-la-francese-psa-a-comprare-fca-altro-che-fusione-alla-pari/ on Wed, 25 Nov 2020 14:17:22 +0000.