Groupe PSA and FCA agree to merge

New entity will have the leadership, resources and scale to be at the forefront of a new era of sustainable mobility

• Combines companies’ extensive and growing capabilities to address the challenge of shaping the new era of sustainable mobility
• Combined company will be the 4th largest global OEM by volume and 3rd largest by revenue with annual sales of 8.7 million units and combined revenues of nearly €170 billion [1]
• Creates a diversified business with among the highest margins in its core markets of Europe, North America and Latin America and the opportunity to reshape the strategy in other regions
• Merger will deliver approximately €3.7 billion estimated annual run-rate synergies with no plant closures resulting from the transaction – synergies are expected to be net cash flow positive from year 1
• Strong combined balance sheet and high level of liquidity provide financial flexibility with an investment grade credit rating expected
• Combined company will leverage investment efficiency across a larger scale to develop innovative mobility solutions and cutting edge technologies in new energy vehicles, autonomous driving and connectivity
• Broad portfolio of well-established iconic brands offering best-in-class products covering key vehicle market segments and delivering higher customer satisfaction
• Excellent working relationship between the two management teams, which share successful track records in turnarounds, value creation and successful OEM combinations
• Strong governance structure to underpin combined company performance with John Elkann as Group Chairman and Carlos Tavares as Group CEO, with a majority of independent directors [2]
• Strong support of long-term shareholders (EXOR N.V., Peugeot Family Group, Bpifrance [3] who will be represented on the Board

Fiat Chrysler Automobiles N.V. (“FCA”) (NYSE: FCAU / MTA: FCA) and Peugeot S.A. (“Groupe PSA”) have today signed a binding Combination Agreement providing for a 50/50 merger of their businesses to create the 4th largest global automotive OEM by volume and 3rd largest by revenue. The proposed combination will be an industry leader with the management, capabilities, resources and scale to successfully capitalize on the opportunities presented by the new era in sustainable mobility.

With its combined financial strength and skills, the merged entity will be particularly well placed to provide innovative, clean and sustainable mobility solutions, both in a rapidly urbanizing environment and in rural areas around the world. The gains in efficiency derived from larger volumes, as well as the benefits of uniting the two companies’ strengths and core competencies, will ensure the combined business can offer all its customers best-in-class products, technologies and services and respond with increased agility to the shift taking place in this highly demanding sector.

The combined company will have annual unit sales of 8.7 million vehicles, with revenues of nearly €170 billion[ 4], recurring operating profit of over €11 billion [5] and an operating profit margin of 6.6%, all on a simple aggregated basis of 2018 results [6]. The strong combined balance sheet provides significant financial flexibility and ample headroom both to execute strategic plans and invest in new technologies throughout the cycle.

The combined entity will have a balanced and profitable global presence with a highly complementary and iconic brand portfolio covering all key vehicle segments from luxury, premium, and mainstream passenger cars through to SUVs and trucks & light commercial vehicles. This will be underpinned by FCA’s strength in North America and Latin America and Groupe PSA’s solid position in Europe. The new Group will have much greater geographic balance with 46% of revenues derived from Europe and 43% from North America, based on aggregated 2018 figures of each company. The combination will bring the opportunity for the new company to reshape the strategy in other regions.

The efficiencies that will be gained from optimizing investments in vehicle platforms, engine families and new technologies while leveraging increased scale will enable the business to enhance its purchasing performance and create additional value for stakeholders. More than two-thirds of run rate volumes will be concentrated on 2 platforms, with approximately 3 million cars per year on each of the small platform and the compact/mid-size platform.

These technology, product and platform-related savings are expected to account for approximately 40% of the total €3.7 billion in annual run-rate synergies, while purchasing - benefiting principally from scale and best price alignment - will represent a further estimated 40% of the synergies. Other areas, including marketing, IT, G&A and logistics, will account for the remaining 20%. These synergy estimates are not based on any plant closures resulting from the transaction. It is projected that the estimated synergies will be net cash flow positive from year 1 and that approximately 80% of the synergies will be achieved by year 4. The total one-time cost of achieving the synergies is estimated at €2.8 billion.

Those synergies will enable the combined business to invest significantly in the technologies and services that will shape mobility in the future while meeting the challenging global CO2 regulatory requirements. With an already strong global R&D footprint, the combined entity will have a robust platform to foster innovation and further drive development of transformational capabilities in new energy vehicles, sustainable mobility, autonomous driving and connectivity.

The merged entity will benefit from an efficient governance structure designed to promote effective performance, with a Board comprised of 11 members, the majority of whom will be independent [7]. Five Board members will be nominated by FCA and its reference shareholder (including John Elkann as Chairman) and five will be nominated by Groupe PSA and its reference shareholders (including the Senior Non-Executive Director and the Vice Chairman). At closing the Board will include two members representing FCA and Groupe PSA employees [8]. Carlos Tavares will be Chief Executive Officer for an initial term of five years and will also be a member of the Board.

Carlos Tavares, Mike Manley and their executive teams have a strong track record in successfully turning around companies and combining OEMs with diverse cultures. This experience will support the speed of execution of the merger, underpinned by the companies’ strong recent performances and already robust balance sheets. The merged entity will maneuver with speed and efficiency in an automotive industry undergoing rapid and fundamental changes.

The new group’s Dutch-domiciled parent company will be listed on Euronext (Paris), the Borsa Italiana (Milan) and the New York Stock Exchange and will benefit from its strong presence in France, Italy and the US.

Under the proposed by-laws of the combined company, no shareholder would have the power to exercise more than 30% of the votes cast at shareholders’ meetings. It is also foreseen that there will be no carryover of existing double voting rights but that new double voting rights will accrue after a three-year holding period after completion of the merger.

A standstill in respect of the shareholdings of EXOR N.V., Bpifrance [9], Dongfeng Group (DFG) and the Peugeot Family (EPF/FFP) will apply for a period of 7 years following completion of the merger, except that EPF/FFP will be permitted to increase its shareholding by up to a maximum of 2.5% in the merged entity (or 5% at the Groupe PSA level) by acquiring shares from Bpifrance and/or DFG and/or on the market [10]. EXOR, Bpifrance and EPF/FFP will be subject to a 3-year lock-up in respect of their shareholdings except that Bpifrance will be permitted to reduce its shareholdings by 5% in Groupe PSA or 2.5% in the merged entity. DFG has agreed to sell, and Groupe PSA has agreed to buy, 30.7 million shares prior to closing (those shares will be cancelled). DFG will be subject to a lock up until the completion of the transaction for the balance of its participation in Groupe PSA, resulting in an ownership of 4.5% in the new group.

EXOR, Bpifrance, the Peugeot Family and Dongfeng have each irrevocably committed to vote in favor of the transaction at the shareholders’ meetings of FCA and Groupe PSA.

Before closing, FCA will distribute to its shareholders a special dividend of €5.5 billion while Groupe PSA will distribute to its shareholders its 46% stake in Faurecia. In addition, FCA will continue work on the separation of its holding in Comau which will be separated promptly following closing, for the benefit of the shareholders of the combined company. This will enable the combined group’s shareholders to equally share in the synergies and benefits that will flow from a merger while recognizing the significant value of both Groupe PSA and FCA’s assets and strengths in terms of market share and brand potential. Each company intends to distribute a €1.1 billion ordinary dividend in 2020 related to fiscal year 2019, subject to approval by each company’s Board of Directors and shareholders. At closing, Groupe PSA shareholders will receive 1.742 shares of the new combined company for each share of Groupe PSA, while FCA shareholders will have 1 share of the new combined company for each share of FCA.

Completion of the proposed combination is expected to take place in 12-15 months, subject to customary closing conditions, including approval by both companies’ shareholders at their respective Extraordinary General Meetings and the satisfaction of antitrust and other regulatory requirements.

Groupe PSA CEO Carlos Tavares and FCA CEO Mike Manley

Carlos Tavares, Chairman of the Managing Board of Groupe PSA, said: “Our merger is a huge opportunity to take a stronger position in the auto industry as we seek to master the transition to a world of clean, safe and sustainable mobility and to provide our customers with world-class products, technology and services. I have every confidence that with their immense talent and their collaborative mindset, our teams will succeed in delivering maximized performance with vigor and enthusiasm.”

Mike Manley, Chief Executive Officer of FCA, added: “This is a union of two companies with incredible brands and a skilled and dedicated workforce. Both have faced the toughest of times and have emerged as agile, smart, formidable competitors. Our people share a common trait - they see challenges as opportunities to be embraced and the path to making us better at what we do."

[1] Represents FCA Net Revenues, excluding Magneti Marelli, and Groupe PSA Revenue excluding Faurecia Revenue to Third Parties

[2] In compliance with the Dutch corporate governance code

[3] Bpifrance shall include jointly Bpifrance Participations S.A. and its wholly-owned subsidiary Lion Participations SAS

[4] Represents FCA Net Revenues, excluding Magneti Marelli, and Groupe PSA Revenue excluding Faurecia Revenue to Third Parties

[5] Represents FCA Adjusted EBIT, excluding Magneti Marelli, and Groupe PSA Recurring Operating Income excluding Faurecia

[6] Excluding Faurecia and Magneti Marelli

[7] To meet the objective of having a “majority of independent directors”, 5 out of 9 non-executive directors need to be independent

[8] Employee representatives would be defined based on legal requirements at all levels

[9] Bpifrance shall include jointly Bpifrance Participations S.A. and its wholly-owned subsidiary Lion Participations SAS

[10] Up to 1% of the shares of the merged entity plus the percentage of shares sold by Bpifrance, other than to the Peugeot Family (subject to the overall maximum of 2.5%)

Groupe PSA and FCA plan to join forces to build world leader for new era in sustainable mobility

Discussions have opened a path to the creation of a new group with global scale and resources owned 50% by Groupe PSA shareholders and 50% by FCA shareholders. In a rapidly changing environment, with new challenges in connected, electrified, shared and autonomous mobility, the combined entity would leverage its strong global R&D footprint and ecosystem to foster innovation and meet these challenges with speed and capital efficiency.

• Combination would create the 4th largest global OEM in terms of annual unit sales (8.7m vehicles)
• At its inception, the combined company would realize among the highest margins in the markets where it would operate, based on FCA’s strength in North America and Latin America and Groupe PSA’s in Europe
• Combination would unite the groups’ respective brand strengths across Luxury, Premium, Mainstream Passenger Car, SUV and Trucks & Light Commercial – making them stronger together
• Merged entity would bring together the companies’ extensive and growing capabilities in the technologies shaping the new era of sustainable mobility, including electrified powertrain, autonomous driving and digital connectivity
• Approximately €3.7 billion estimated annual run-rate synergies without any plant closures resulting from the transaction
• Highly respected combined management team recognised for exceptional value creation and with proven success in previous OEM combinations
• Dutch parent company Board would have balanced representation and a majority of independent Directors. John Elkann as Chairman and Carlos Tavares as CEO and member of the Board

Supervisory Board of Peugeot S.A. and the Board of Directors of Fiat Chrysler Automobiles N.V. (“FCA”) (NYSE: FCAU / MTA: FCA). have each unanimously agreed to work towards a full combination of their respective businesses by way of a 50/50 merger. Both boards have given the mandate to their respective teams to finalize the discussions to reach a binding Memorandum of Understanding in the coming weeks.

The plan to combine the Groupe PSA and FCA businesses follows intensive discussions between the senior managements of the two companies. Both share the conviction that there is compelling logic for a bold and decisive move that would create an industry leader with the scale, capabilities and resources to capture successfully the opportunities and manage effectively the challenges of the new era in mobility.

The proposed combination would create the 4th largest global OEM in terms of unit sales (8.7 million vehicles), with combined revenues of nearly €170 billion[1] and recurring operating profit of over €11 billion[2] on a simple aggregated basis of 2018 results excluding Magneti Marelli and Faurecia. The significant value accretion resulting from the transaction is estimated to be approximately €3.7 billion in annual run-rate synergies derived principally from a more efficient allocation of resources for large-scale investments in vehicle platforms, powertrain and technology and from the enhanced purchasing capability inherent in the combined group’s new scale. These synergy estimates are not based on any plant closures.

It is projected that 80% of the synergies would be achieved after 4 years. The total one-time cost of achieving the synergies is estimated at €2.8 billion.

The shareholders of each company would own 50% of the equity of the newly combined group and would therefore share equally in the benefits arising from the combination. The transaction would be affected by way of a merger under a Dutch parent company and the governance structure of the new company would be balanced between the contributing shareholders, with the majority of the directors being independent. The Board would be composed of 11 members. Five Board members would be nominated by FCA (including John Elkann as Chairman) and five would be nominated by Groupe PSA (including the Senior Independent Director and the Vice Chairman)[3]. The Chief Executive Officer would be Carlos Tavares for an initial term of five years and he would also be a member of the Board.

Carlos Tavares said: “This convergence brings significant value to all the stakeholders and opens a bright future for the combined entity. I’m pleased with the work already done with Mike and will be very happy to work with him to build a great company together.”

Mike Manley said, "I'm delighted by the opportunity to work with Carlos and his team on this potentially industry-changing combination. We have a long history of successful cooperation with Groupe PSA and I am convinced that together with our great people we can create a world class global mobility company."

The new group’s Dutch-domiciled parent company would be listed on Euronext (Paris), the Borsa Italiana (Milan) and the New York Stock Exchange and would continue to maintain significant presences in the current operating head-office locations in France, Italy and the US.

It is proposed that the by-laws of the new combined company would provide that the loyalty voting program will not operate to grant voting rights to any single shareholder in the Shareholders Meeting exceeding 30%[4] of the total votes cast. It is also foreseen that there would be no carry over of existing double voting rights but that new double voting rights would accrue after a three-year holding period after completion of the merger.

A standstill in respect of the shareholdings of EXOR N.V., Bpifrance Participations SA, DFG and the Peugeot Family would apply for a period of 7 years following completion of the merger. EXOR, Bpifrance Participations and the Peugeot Family would be subject to a 3-year lock-up in respect of their shareholdings except that the Peugeot Family would be permitted to increase its shareholding by up to 2.5% during the first 3 years following the closing, only by acquiring shares from Bpifrance Participations and DFG.

Prior to the completion of the transaction, FCA would distribute to its shareholders a special dividend of €5.5 billion, as well as its shareholding in Comau. In addition, prior to completion, Peugeot would distribute to its shareholders its 46% stake in Faurecia. This would enable the combined groups’ shareholders to equally share in the synergies and benefits that would flow from a merger while recognizing the significant value of FCA’s differentiated platform in North America and strong position in Latin America, including its market-leading margins in those regions. It would also reflect the added value that FCA’s higher-end global brands Alfa Romeo and Maserati would bring given their substantial development potential.

Extended portfolio would cover all market segments with iconic brands and strong products based on rationalized platforms and optimization of investments.

Proposal would be submitted to the information and consultation process of the relevant employee bodies, and would be subject to customary closing conditions, including final board approvals of the binding Memorandum of Understanding and agreement on definitive documentation.

!NEW! Special Edition Opel ADAM by Valentino Rossi and Aldo Drudi

• Exclusive Opel ADAM re-invented by MotoGP champion Rossi together with designer Drudi
• The car will be donated to the not-for-profit Meyer Children’s Hospital Foundation

Piece of art: Opel ADAM designed by MotoGP champion Valentino Rossi together with Aldo Drudi.

‘ADAM & Vale for Charity’, a fully customized version of Opel’s small city car is the result of Valentino Rossi’s creativity combined with the experience and expertise of Aldo Drudi, a designer who has been collaborating with Valentino for years. The champion pair has developed an original and unique project to support a charity initiative sponsored by Opel: the Meyer Children’s Hospital Foundation. The car will be put up for auction during a fund-raising event next December, organized by the Foundation to support the activities of the Meyer Hospital.

Handcrafted: Aldo Drudi sketched the ADAM as wild and colorful like the helmets and leather garments he usually designs for bikers like Valentino Rossi.

‘Customizable from roof to wheels’: Opel ADAM has channeled the creative energy of Valentino Rossi and Drudi, who have redesigned it not only drawing their inspiration from the Champion’s graphic universe (such as Valentino’s most widely known fetish images and the symbols most treasured by him) but intentionally reversing its image. For three months, a team of four people directed by Drudi worked to completely redesign the car livery, while Dainese leather was used for the interior trim.

“We’ve worked together as a real team; everyone has contributed not only his or her own expertise and ideas, but also true, enthusiastic support for a project that immediately appealed to Valentino and Drudi” – said Roberto Matteucci, Managing Director of Opel Italy.

Genuine leather: Opel ADAM with seats like biker suits designed by Italian specialist Dainese.

The Meyer Children’s Hospital is an example of Italian excellence in the public healthcare sector: it boasts an innovative approach centered on the young patient and his/her well-being and is aimed also at improving the quality of hospital stay for the patient’s family. Besides high-quality pediatric specialty care and scientific research activities, the hospital offers a whole range of medical and hospital activities which are all creatively integrated with games and playfulness.

The Meyer Children’s Hospital Foundation supports the hospital in carrying out scientific research work and excellence health projects with continuous upgrades of technological equipment. And that’s not all: it invests in facilities to welcome children and make the hospital environment more comfortable for them while supporting their families.

“How could I resist the challenge?” commented Valentino Rossi. “The task was to invent a completely new car, and for a good cause. No sooner had I spoken with Opel than I was already discussing with Drudi how to design this special ADAM.” “To tell the truth, the design phase took a very long time” – added Aldo Drudi – “It took us hours of hard work, but then you know Valentino, he is hard to please. And so am I. Scores of drawings were produced, phone calls were made and every time we decided to change everything and started all over again. In other words, it was exhausting but it was worth the effort.”

“The car has turned out beautifully and we’re happy that it will be used to support the Meyer Hospital. We hope that this choice fires up everybody with the same enthusiasm we feel, because we can accomplish a lot together”, they concluded.

Special sports star: Opel ‘ADAM & Vale for Charity’ with painted aluminum wheels that would also fit with the racing bike of Valentino Rossi.

To complement the charity auction organized by the Foundation and scheduled for next December, Opel is promoting a further fundraising initiative: supporting the activities of the Florence Children’s Hospital by visiting the www.ioaiutoilmeyer.it website. Here, you can easily make a direct donation.

The ‘ADAM & Vale for Charity’ car will be on display at EICMA, the international motorcycle exhibition – in Hall 14 Booth I/16 – for the duration of the show (until November 10th). Afterwards, it will be on display in the Milan ADAM Store, Corso Garibaldi, 19.