Fiat Chrysler Automobiles has disclosed in a filing with Securities and Exchange Commission that it is prepared to list 750.5 million shares on the New York Stock Exchange once its shareholders finalize the takeover of the Chrysler Group.
Despite completing the acquisition of Chrysler stock earlier this year, FCA will not exist legally until shareholders vote to approve the merger August 1 during a special meeting. The prospectus filed by FCA said it intends to begin trading its stock on the first day following the merger.
The FCA common shares will be listed on the NYSE and also are expected to be listed on the principal Italian stock exchange in Milan, the Mercato Telematico Azionario, or MTA, pending the approval of authorities in Italy and the Netherlands where the new company will be chartered. FCA has already set up its headquarters in London and will use Chrysler’s home in Auburn Hills and Fiat’s base in Turin as its operational headquarters.
The listing on the NYSE and the MTA is intended to enhance liquidity in FCA shares and improve the Group’s access to additional equity and debt financing sources, while preserving current shareholders’ access to Fiat’s historic trading market, according to the SEC filing.
“With a NYSE listing, FCA will seek to attract interest among U.S. investors seeking to gain exposure to an enlarged group with significant operations in, and market exposure to, North America,” the company said in a statement. But by maintaining a listing in Italy, it said it expects to, “facilitate continued engagement by a pan-European investor base, while at the same time reducing the risk of flow-back of shares held by Italian retail investors.”
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However, the prospectus also cautioned the liquidity in the market for FCA common shares may be undermined by trading in two markets at least in the short-term and could result in price differentials of FCA common shares between the two exchanges.
Fiat shareholders will vote on the merger plan that calls for current Fiat shareholders to receive one share of Fiat Chrysler Automobiles for each share of Fiat. Most current shareholders also will be eligible for a second voting share that is designed to reward Fiat shareholder for their loyalty, effectively giving them two voting shares.
Trading will not begin until at least 60 days after the shareholder meeting and after the Dutch and Italian regulators, as well as the stock exchanges, approve the transactions.
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Fiat became Chrysler’s 100% owner in January when it agreed to pay $4.35 billion for the 41.5% of the Auburn Hills automaker held by the UAW Retiree Medical Benefits Trust, or VEBA.
Fiat and Chrysler CEO Sergio Marchionne is restructuring Fiat and Chrysler into a single corporate entity to shore up its finances and attract investors. Longer-term, FCA’s plans call for raising its credit rating to investment grade, making it less expensive to borrow money from banks.
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Exor, an investment company controlled by Fiat’s founding Agnelli family, is currently the largest shareholder of Fiat. Exor owns 30.05% of Fiat and will likely hold the same interest in the new company.