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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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