Carlos Tavares, PSA (left) and Mike Manley, FCA, following the signing of the merger agreement.
Chrysler fans with good memories remember the last time the company was involved in a “merger of equals,” and how it worked out so when the phrase was tied to the partnering of Fiat Chrysler and PSA there was some skepticism.
Turns out they had reason to be skeptical.
As the two sides hurtle toward Stellantis, the name for the resulting company, not where it will be located, it appears that PSA will be acquiring FCA from an accounting perspective, according to recently filed documents with two foreign stock exchanges as well as the U.S. Securities and Exchange Commission, reports Automotive News.
(Fiat, PSA set to get EU go-ahead to complete Stellantis merger.)
According to the prospectus, International Financial Reporting Standards, or IFRS, mandate the identification of the company acting as the acquirer and the company being acquired.
The merger is expected to keep John Elkann in the role of chairman and Exor, the Elkann family’s holding company, will be the largest shareholder.
“Based on the assessment of the indicators under IFRS 3 accounting standard and consideration of all pertinent facts and circumstances,” the document said, “FCA and PSA’s management determined that Peugeot S.A. is the acquirer for accounting purposes.”
The filing notes the Stellantis board will have 11 directors, six from PSA and five from Fiat Chrysler. Additionally, the new company’s first CEO, who is vested with the full authority to individually represent Stellantis, is Carlos Tavares, the current president of the PSA managing board as well as CEO of PSA Group. He will also have a five-year term as Stellantis CEO.
PSA shareholders will pay a pre-merger premium and have the upper hand after the merger. This is in spite of the fact that Exor, the Agnelli family company that is now the largest shareholder of FCA, will hold the largest stake in Stellantis with 14.4 percent.
(FCA, PSA pick name for post-merger company: Stellantis.)
The next three largest shareholders, the Peugeot family (7.2%), the French state (6.2%) and the Chinese group Dongfeng (5.6%), are current PSA shareholders. Despite the advantage tilted slightly toward PSA and its current shareholders, the phrase “merger of equals” isn’t a legal term, Automotive News reported.
Fiat Chrysler and Groupe PSA selected Stellantis as the new name for the company.
The two sides certainly continue to pitch it as an equal partnership, PSA dismissing the notion that it was gaining some sort of distinct advantage. “We have decided together on the most efficient financial and legal foundations to build Stellantis in the long term,” PSA told the publication.
“As we have always made clear, Stellantis will be the result of a 50/50 combination of FCA and Groupe PSA,” FCA officials said in a statement.
(PSA-FCA plan to retain all brands after merger.)
The deal, which was tentatively agreed to almost a year ago, is expected to be finalized before the end of the first quarter of next year with shareholders voting in early January.
