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Fiat Shareholders Avoid Scrap with Marchionne

Stock owners decide to ride it out with merged company.

by on Sep.02, 2014

Sergio Marchionne is certainly all smiles after Fiat shareholders gave their stamp of approval for the merger of Fiat and Chrysler.

Clearing what could be the last hurdle, Fiat Chrysler Automobiles is preparing move on to the next steps in its evolution.

Those steps include readying to list the newly merged company on the New York Stock Exchange in the middle of October and other details like formally changing the company’s named to Fiat Chrysler Automobiles NV.

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The company survived its first test after garnering enough support among the company’s Italian or European shareholders to complete the merger of the Italian and American companies into one corporate and financial entity.

“I am delighted with these results,” said John Elkann, chairman of Fiat in a statement issued after the preliminary results indicated that disgruntled Fiat shareholders have not been able to block the merger.

The push is on for CEO Sergio Marchionne to begin delivering on the promises he made in May about the merged company, such as integrating operations and growing the automaker’s global sales from 4.4 million units to 7 million by 2018.

“I am reassured by the fact that the vast majority of our equity holders have remained loyal and committed shareholders,” said Marchionne, who last month had promised an adverse result from the tender offer would only temporarily delay the merger.

“Their belief in and support of the strategic plan we laid out for the next five years is of crucial importance as we embark on the execution phase which will dramatically improve the market positioning of our group.”

While the decision was in doubt, it would seem that shareholders who could have scuttled the deal, were lured by the potential of getting their dividends on a tax-free basis, which will occur when the new company locates its tax residency to the U.K.

Additionally, there is a thought that by listing on the NYSE, the company will attract new investors and that cash will give Marchionne and his team more flexibility to make good on the plans laid out in in the Spring.

(Marchionne downplays threat to Fiat-Chrysler merger. For more, Click Here.)

The alternative for Fiat shareholders was to exercise puts – an option to sell their shares for a specific price – and if the maker had to hand over more than 500 million euros to make the deal happen, Marchionne said he’d find another way to get it done.

Making the deal more complicated were the recent vagaries of the equity markets and the performance of Fiat shares in the last 30 days that he described as “unexpected” and “unwarranted.”

(Click Here for details Nissan exec’s move to Aston Martin.)

The maker is nearly done determining how many puts were exercised and is in the process of completing the matching of notices received with the required certifications from intermediaries. Fiat expects to complete this process and publicly announce the number of shares for which cash exit rights have been validly exercised no later than Thursday.

Based on the notices and confirmations received, Fiat has determined that the €500 million cap has not been exceeded.

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In addition, Fiat has determined that even if all remaining unmatched notices and unmatched confirmations were to be matched, the maximum number of shares for which cash exit rights have been validly exercised will yield an aggregate exposure that is below the cap, Fiat’s statement said.

The period for any creditor oppositions to be submitted will expire on Oct. 4. Fiat believes that any risk of prejudice to creditors is unfounded, and therefore does not expect the creditors’ opposition process will prevent the timely closing of the merger on or about the middle of October 2014.

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