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"Our work is just beginning," said Fiat
Group CEO Sergio Marchionne, "but together
with our new partners at Chrysler we look
forward to delivering on the vast potential
this alliance holds and reintroducing to
North American customers of some of our most
popular brands, including Alfa Romeo
(bottom, Alfa MiTo) and the award-winning
Cinquecento (top)." |
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Fiat
S.p.A. and Chrysler LLC announced today they have signed the
agreements to establish a global strategic alliance. The
Alliance comprises two elements: Fiat contributing to
Chrysler rights in various platforms, technologies, and
models, management services and cooperation and assistance
in key areas of Chrysler’s business, such as procurement and
international distribution, and Fiat’s acquisition of a
shareholding in Chrysler.
Statement from the
CEO of Fiat Group, Sergio Marchionne
"This transaction
represents a constructive and important solution to the
problems that have plagued not just Chrysler in recent
years, but the global automotive industry as a whole.
Bringing together Fiat's world-class technology, platforms
and power-trains for small and medium sized cars, and its
extensive distribution network in Latin America and Europe
with Chrysler's rich heritage, strong North American
presence and talented and dedicated workforce will create a
powerful new automotive company, while helping preserve jobs
and a manufacturing industry that is critically important to
the U.S. and Canadian economies," the CEO of Fiat Group,
Sergio Marchionne, said.
"Our goal since we
first entered discussions with Chrysler nearly a year ago
was to leverage the strengths of both companies to yield the
scale, efficiencies and cost savings necessary to create two
stronger automakers able to compete more effectively on a
global scale. This transaction is an important step toward
achieving this objective.
"Our work is just
beginning, but together with our new partners at Chrysler we
look forward to delivering on the vast potential this
alliance holds and reintroducing to North American customers
of some of our most popular brands, including Alfa Romeo and
the award-winning Cinquecento. We would not be here to
announce this agreement were it not for the tireless
dedication, focus and creativity of the US Automotive Task
Force and their Canadian colleagues. As we worked our way
through the myriad of obstacles and issues that arise in
transactions such as these, they never lost faith in the
project. Through this transaction, they have created the
conditions for the reestablishment of Chrysler as a viable
long-term participant in the automotive market. Organised
labour unions on both sides of the border have also made
significant contributions in accepting reductions in
benefits and equity in satisfaction of some of their claims.
I would like to thank the leadership of both the United Auto
Workers and the Canadian Auto Workers unions for all they
have done and for constructively participating in our shared
challenge of recreating a great Chrysler.
"Over the coming
weeks and months, I will be spending a great deal of time
meeting with Chrysler employees and touring its facilities.
While our agreement must necessarily go through the U.S.
legal system for a few weeks, we will be preparing ourselves
to re-emerge quickly as a reliable and competitive
automaker. I believe Chrysler can meet the challenges posed
by today’s difficult market conditions by tapping back into
its innovative spirit, by focusing on quality as a
cornerstone of its product offering and by listening to its
customers and delivering the cars they want. It is a model
we have strictly adhered to in the past few years at Fiat,
and one I believe we can adapt here to write the next
chapter in Chrysler's legacy.
"The transaction
which we have just finalised represents an historic moment
for both Fiat and Italian industry. It is a significant step
toward building a new and solid foundation for the future.
Today is also a day of great satisfaction for all women and
men at Fiat. The fact that Fiat’s know-how has been
appreciated at the most senior levels of the US and Canadian
administration – to whom I express gratitude on behalf of
our Group’s entire management team – is a source of
significant motivation for the work ahead of us. We are
certain that a stronger and more international Fiat will
emerge from this alliance, with an even greater capacity to
compete in markets worldwide," Marchionne, concluded.
The transaction
The transaction
will be implemented through an expedited sale of
substantially all the assets of Chrysler to a NewCo pursuant
to certain provisions of the US Bankruptcy Code. After
intense consultations with the US Treasury and all the other
constituencies, including, the government of Canada, the
United Auto Workers (UAW) and the Canadian Auto Workers
(CAW), Chrysler elected such route as the most effective to
restructure its debt. As a consequence, today Chrysler will
request the bankruptcy court in New York to approve the sale
of Chrysler’s business to a NewCo. Subject to the approval
of the regulatory authorities, if the Court will approve the
Transaction it will require the parties to complete the
transaction as soon as possible. Pending this approval, the
current Chrysler will continue its normal business
operations and the US Treasury and the Canadian government
will provide the company with financing in order to allow
the performance of all its obligations towards the employees
and to fund its on-going needs. From the beginning of May
Chrysler will benefit of new wholesale financing
arrangements entered into with GMAC which will also offer
retail financing.
At closing of the Transaction, NewCo
will assume the corporate name of Chrysler and become the
owner of substantially all the Chrysler’s business without
certain debts and liabilities. At closing NewCo will issue
in favor of Fiat an equity interest equal to 20% (by vote
and value) on a fully diluted basis and Fiat will enter into
certain industrial agreements with Chrysler. Similarly, at
closing the Voluntary Employee Benefit Association (VEBA)
will be issued an equity interest equal to approximately 55%
on a fully diluted basis of Chrysler. Such equity interest
will be administered by the U.S. Treasury. UST and the
Canadian Government will collectively hold the remaining 10%
equity interest (on a fully diluted basis). The new Chrysler
will also benefit from the recently agreed new collective
bargaining agreements with UAW and CAW and of a facility of
the U.S. Treasury of approximately US $ 6.5 bn.
The new Chrysler
will be managed by a board of directors consisting of nine
directors: three directors will be appointed by Fiat. One of
Fiat’s appointees must satisfy the criteria for independence
under the New York Stock Exchange listing rules. VEBA and
the Government of Canada will have the right to appoint one
Director respectively. U.S. Treasury will have the right to
make the initial appointment of four directors (three of
whom must be independent).
Fiat will have
right to receive up to an additional 15% equity interest (by
vote and value) on a fully diluted basis. This stake can be
obtained in three tranches of 5% each subject to the
achievement of predetermined targets, in particular,
achievement of regulatory approvals to produce the FIRE
family of engines in the USA; achievement of sales of
Chrysler vehicles outside NAFTA, and achievement of
regulatory approval to produce a Chrysler model based on
Fiat technology. Upon obtainment of such additional 15%
interest, Fiat will also have the right to appoint another
director of Chrysler. In addition, Fiat will be granted an
option to acquire an additional 16% shareholding
(exercisable from Jan 1, 2013 until June 30, 2016). The
price of such incremental equity will be determined in
accordance to certain market standards but in any event will
not exceed the then Fiat market multiple. This option will
not be exercisable while the US Treasury outstanding loan
exceeds US$3 billion. Fiat’s shareholding will be capped at
49% until Chrysler has repaid in full the loan granted by
the U.S. Treasury.
Fiat’s contribution
Fiat will
contribute key technology and other resources to Chrysler.
In summary, the Fiat Contributions will consist of the
following: licenses enabling Chrysler to use all Fiat Group
Automobiles car platforms (and subject to any restrictive
agreement between Fiat and any third party) for the
production of Chrysler vehicles in NAFTA; licenses enabling
Chrysler to use certain of Fiat’s other key technology, such
as engine technology; the on-going provision of management
services in order to enable Chrysler to benefit from Fiat’s
expertise in operational and industrial recovery;
participation in Fiat’s purchasing and procurement programs;
distribution of Chrysler vehicles outside NAFTA, in
particular by giving Chrysler access to Fiat’s distribution
network in countries in which Chrysler currently has a
limited presence. The alliance, a key
element of Chrysler’s Integration Plan, would strengthen
Chrysler viability for the long term with access to
competitive, fuel-efficient vehicle platforms, powertrain,
and components to be produced at Chrysler manufacturing
sites. The alliance would also allow Fiat Group and Chrysler
to take advantage of each other's distribution networks and
to optimise fully their respective manufacturing footprint
and global supplier base. The alliance does not contemplate
that Fiat would make a cash investment in Chrysler or commit
to funding Chrysler in the future.
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