by Bill Cawthon • Posted on July 24th, 2014
Institutional Shareholder Services Inc. (ISS), the world’s leading provider of corporate proxy voting services, has issued a recommendation that Fiat shareholders reject the proposed merger of Fiat and Chrysler.
Fiat needs the approval of the holders of at least two-thirds of the shares being voted.
According to a Reuters report, an ISS recommendation document says, “Despite the potential benefits of a NYSE-listing in attracting new investors, (the merger) would decrease shareholder rights.”
Frontis Governance, a smaller, Italian proxy advisor based in Rome, has made the same recommendation.
A primary objection to the merger is the special class of “loyalty” stock which rewards long-term shareholders with additional voting shares.
Fiat shareholders who vote on the merger, whether in person or by proxy, and continue to hold their shares until the closing, are eligible to receive special voting shares equivalent in number to the FCA common shares they receive.
Shareholders are eligible to receive the special shares regardless of how they vote and those who hold their FCA common shares for at least three years would also be entitled to participate in the loyalty voting structure.
Under the plan, ISS and Frontis say that Exor, the Agnelli family holding company that has a 30% controlling interest in Fiat S.p.A., could have up to a 46% voting interest in Fiat Chrysler Automobiles.
Quoted by Reuters, Sergio Carbonara, the founder of Frontis Governance, said, “The idea of a second voting share is like a gift to Exor.”
|FIAT S.p.A. TOP 10 MAJOR SHAREHOLDERS
|Baillie Gifford & Co.
|Norges Bank Investment Management
|The Vanguard Group, Inc.
|Schroder Investment Management Ltd.
|Marketfield Asset Management LLC
|BlackRock Fund Advisors
|Grantham, Mayo, Van Otterloo Co. LLC
|Capital Research & Management Co.
As the chart shows, the top ten shareholders have a total stake of 46.2%, far less than the 66.7% needed to approve the merger. As of July 22, the company has issued 1,250,963,898 shares, and it’s going to need more than 833,975,932 of them to be voted in favor of the merger.
With just eight days until the scheduled vote a week from Friday, Sergio Marchionne and John Elkann are going to be busy lining up support.
Since the new five-year plan is predicated on the merger going through, it’s not known what form any Plan B would take, considering that plans to list the new company’s stock on the New York exchange would have to be shelved, making it more difficult for either Fiat or Chrysler to access American financial markets.
Altering the terms of the merger would throw a monkey wrench into the timing, as new documents would have to be prepared and filed and the Fiat board would have to meet again before a new shareholder’s meeting could be scheduled. This would certainly push Marchionne’s timetable well into the first quarter of 2015 if not later.
by Michael Volkmann • Posted on July 23rd, 2014
Four of the six competitors in the American LeMans GTLM class are getting adjustments for this weekend’s race at Indy.
- Ferrari 458 has a 30 kg drop in weight, 0.6 mm larger air restrictor, an increase in height of the rear wing, and they are allowed to use the 2011 rear wing profile.
- The Porsche 911 RSR has a 0.7 mm increase in air restrictor, and can use of +25mm front splitter and a reconfigured rear wing profile
- Corvette C7.R, winner of the last four races, gets 25 kg weight penalty
- BMW Z4 GTE has a 15 kg drop in weight.
GT Daytona will see fuel capacity changes to four of six competitors, with Dodge Viper going up by 6 liters, Audi R8 LMS by 3 liters, BMW Z4 GT3 by 5 liters; and Aston Martin Vantage GT3 being cut by 2 liters.
It will be an interesting race, check out the Motorsports section of Allpar’s forums for full race details and live discussion during the race.
by David Zatz • Posted on July 23rd, 2014
Three of four Dodge cars (Charger, Challenger, and Dart) were top-rated in their segments in J.D. Power’s 2014 U.S. Automotive Performance, Execution and Layout (APEAL) Study™.
Chrysler also gained awards for Jeep Cherokee (third place), Jeep Grand Cherokee (second), Dodge Durango (third), Fiat 500L (third), and Ram 2500/3500 (tied for second).
The APEAL Study measures how gratifying a new vehicle is to own and drive, based on customer evaluations of 77 vehicle attributes of new 2014 model year vehicles. Customers are surveyed after 90 days of ownership.
The only nameplate other than Dodge to receive three top-place finishes was Porsche. Audi, Ford, Mercedes, and Nissan each had two top place finishes. Porsche was the top brand overall, with Hyundai the top brand in the non-premium category though they only garnered one first-place award, for the Accent.
by David Zatz • Posted on July 23rd, 2014
The new bolt-on Mopar Challenger Shaker Hood Kit is now available at dealers. A bit of vintage design on modern cars, it combines OEM testing standards with drilling-and-fabrication-free assembly. Buyers can find it at the Mopar.com web site or local dealerships; the list price is $2,660, including the Shaker Induction Kit and Shaker Hood Kit.
The limited-edition Mopar ’14 Challenger, with a shaker hood, sold out of its 100-car production run in just one day. The functional Mopar Challenger Shaker Hood Kit includes the Shaker Induction Kit (Part Number 82214110AB) and Shaker Hood Kit (Part Number 82213396), and can be used on 2011–2014 Dodge Challengers with 5.7-liter HEMI® engines. The Mopar Challenger Shaker Hood Kit is delivered ready for paint.
Performance is augmented by forcing cold, high-pressure air through the Shaker Hood scoop while the Challenger is in motion, feeding a low-restriction conical air filter. The aluminum hood and other components are build in the United States.
Chrysler Group engineers used computational fluid dynamics analysis to determine the size, shape and location parameters of the Mopar Challenger Shaker Hood Kit, and aerodynamic testing conducted at the state-of-the-art Chrysler Group Wind Tunnel in Auburn Hills helped determine the bezel openings. The finished kit was tested in rain downpours and snow-pack conditions. The setup was designed to prevent water from directly entering the clean air duct and, ultimately, the engine.
The kit is designed to meet all local and federal safety requirements and is emissions compliant in all 50 states. No special tools are required for assembly, and existing vehicle warranties are maintained with installation of the kit.
by David Zatz • Posted on July 23rd, 2014
Forty-three of the country’s fastest track cars descended upon Virginia International Raceway on July 18 for the Tire Rack Ultimate Track Car Challenge — and Riley Motorsports’ Dodge Viper SRT GT3-R (piloted by Ben Keating) won. Their 1:45.394 lap time would have earned the pole position at last year’s American Le Mans Series race at VIR.
Entropy Racing brought out electric cars, keeping up with some of the gasoline-powered vehicles; Team Manager Charlie Greenhaus said that this was the first time they’d run their cars at 100% power. Other contenders included a Scion FR-S, 1968 Mustang, 1970 Camaro, Audi R8 Turbo, Corvette Z06, Nissan GT-R, Dodge SRT4, Exomotive Exocet, and Porsche GT3R.
The Ultimate Track Car Challenge is held each year by Grassroots Motorsports. Anyone can join, with any type of car; it is sanctioned by the mid-Atlantic region of the National Auto Sport Association. Complete coverage is in Grassroots’ November issue.
by Bill Cawthon • Posted on July 23rd, 2014
While the new Ram ProMaster is still getting established in the North American market, a new Ducato, the basis for the ProMaster, is getting established in Europe.
Launched at the Balocco Test Centre in Vercelli, Italy, on May 12, the sixth generation of the Ducato is the latest in a line that stretches back over 33 years and 2.6 million sales.
Fiat calls the new exterior style ‘car design’ and it’s likely to be more satisfying to the conservative tastes that mark buyers of commercial vehicles. The new LED headlight design is a major factor in the refinement of the front-end styling.
As was true of the previous model, the new Ducato is offered in a wide range of configurations including commercial vans, passenger vans and chassis-cabs. Vans can be ordered in four different lengths and three different heights while chassis-cabs are available in six lengths.
No telling when the new version might hit the U.S. market but Allpar did a bit of imagineering to present what the next-generation ProMaster might look like.
Even though the newest version of the Fiat Scudo commercial van was launched just last year, Fiat S.p.A. has already announced plans for its successor. On Tuesday, a company press release said it had signed an agreement with Renault to build a replacement.
The current Scudo, which slots between the Doblo and Ducato in the Fiat Professional line, is built under a joint-venture agreement between Fiat and PSA Peugeot Citroën. In addition to being offered as the Fiat Scudo and Peugeot Expert, the van is sold as the Citroën Dispatch and the Toyota ProAce. The vans are built at the Fiat-PSA-Peugeot joint-venture Sevel Nord plant in France.
The companies announced last year that the joint-venture agreement would not be renewed when it expires in 2017, so new arrangements had to be made.
The new van will most likely be built on a variation of the platform used for the Renault Trafic but Fiat says it will be the one to develop the new vehicle.
While the Trafic was never sold as a commercial van in the U.S., we did get some first-generation chassis-cabs that were delivered as completely knocked-down kits to Winnebago. The RV manufacturer converted them into the Winnebago LeSharo and the Itasca Phasar sold from 1983 to 1992.
The current Trafic is also sold as the Nissan Primastar and the Opel/Vauxhall Vivaro. Current scuttlebut says it’s likely the GM will stay on board for the new van and Nissan is pretty much a given.
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