29.05.2009 FIAT WALK AWAY FROM TODAY'S CRUNCH OPEL TALKS

SERGIO MARCHIONNE

In a lengthy statement issued this morning Fiat CEO Sergio Marchionne said while he remained committed to a merger with Opel there were a number of key issues that he was unhappy with.

The German government's continuing efforts to find a buyer for Opel were thrown into turmoil this morning when Fiat announced that it wouldn't attend today's crunch meeting in Berlin as it unhappy that it hadn't had proper access to Opel's books and of the financial demands being made of the bidders by the government calling these demands "an extravagant risk". In a lengthy statement this morning Fiat CEO Sergio Marchionne said while he remained committed to a merger with Opel he described the process so far as "uneven" and that he was "perplexed" with how the last round of talks which took place midweek had collapsed, that the timescale up to today's talks was far too short to carry out any 'due diligence', and that he was irritated with the government's changing demands for a successful bidder to pump in bridging funds. 

"Fiat reaffirms its determination in pursuing its strategic objectives of participating in the consolidation of the auto sector in Europe, and views the potential merger with Opel as an excellent means of creating the second largest carmaker in Europe with a global geographic footprint and all the technological, managerial and financial resources required to successfully compete in the current market environment," a statement issued by Fiat this morning read. "Fiat’s proposed plan will limit the social costs of the integration process, while delivering at the same time significant synergies derived from the sharing of platforms, related components and power-trains," the press release added.

"The search for a partner for Opel which has been initiated by General Motors, and which has involved the German government due to the request for financial assistance, has been a complicated and uneven process," said Marchionne in a statement issued in Turin this morning. "We have been involved in these activities for a number of weeks now, and have tried to follow in a responsible manner the requests made by the various parties involved in the selection process. The issues that emerged from the last round of negotiations on Tuesday and Wednesday have left us perplexed, since we had not been advised until then of certain key financial factors and data which we consider to be essential to the formulation of a proper merger offer. Given the nature of the process itself and its short duration, Fiat has been unable to have full access to the financial records of Opel to determine its precise financial condition and thus properly frame a merger proposal that would be fair to General Motors as the seller and to Fiat S.p.A."

"The last round of requests which would require Fiat, among other things, to fund Opel on an emergency basis while the German government determines the exact timing and conditions of the interim financing, would expose Fiat to unnecessary and unwarranted risks. It is in fact unreasonable to expect, on the basis of prudent business judgment and proper governance of its affairs, that Fiat would provide funds to an organisation whose financial details and position remain unknown to date. The brevity of time between the request and the date that the commitment must be made is such that proper due diligence cannot be performed."

"We remain committed to finding ways to bridge the expectations of both General Motors and the German government," continued Marchionne, "but the emergency nature of the situation cannot put Fiat in a position to take on extravagant risks. We have already offered to contribute our auto business assets to the merger on a debt-free basis and thus provide substantial, and absolutely necessary equity to the merger, but also the related cash-flow stream which will help stabilise the performance of the combined entities during the integration and restructuring process. More cannot be asked."

"On the basis of the above considerations, Fiat S.p.A. has decided not to attend the meeting tentatively scheduled by the German government in Berlin on Friday, May 29th that has as its sole topic the emergency funding of Opel," the Fiat statement added, before concluding that "it remains open and committed to continue discussions with all parties involved with a view to find a stable and lasting solution for the industrial activities of Opel."
 

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