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FCA merger vote: official

by Bill Cawthon on

Following yesterday’s Extraordinary General Meeting of shareholders, Fiat S.p.A.’s board of directors issued the following statement:

“Today, the shareholders of Fiat S.p.A. (“Fiat”) approved the cross-border merger of Fiat with and into Fiat Investments N.V. (“Fiat Investments”), a wholly-owned subsidiary incorporated in the Netherlands.

“Assuming all other conditions precedent in the Merger Plan are satisfied, Fiat will be merged into Fiat Investments which, upon completion of the transaction, will be renamed Fiat Chrysler Automobiles N.V. (“FCA”) and become the holding company of the Group.

“Upon the closing of the transaction, Fiat shareholders will receive one FCA common share for each Fiat share held at the effective date of the merger. In addition, Fiat shareholders participating at the EGM may elect to receive one FCA special voting share for each Fiat share held continuously from the record date for the meeting (23 July 2014) to the effective date. Additional information on the special voting shares and related terms and conditions is available on the corporate website (

“Any Fiat shareholders not voting in favor of the merger shall have a cash exit right, which will be exercisable for a period of fifteen days following registration of the shareholder resolution approving the merger with the Turin Companies Register. Notice of that registration will be published on the corporate website ( Subject to satisfaction of the conditions precedent and completion of the merger an amount of €7.727 per Fiat share will be payable to shareholders exercising their cash exit right and surrendering their shares.

“Exercise of cash exit rights will be subject to completion of the merger, which is in turn subject to certain conditions precedent set out in the merger plan, including the condition that the total amount payable to shareholders exercising cash exit rights pursuant to Article 2437-quater of the Italian Civil Code and to creditors opposing the merger does not exceed €500 million. Fiat will announce the number of shares in relation to which withdrawal rights are exercised.”

The board of directors of the new company were also named at the meeting. They include John Elkann, chairman of the Fiat S.p.A. board and Sergio Marchionne chairman of the Chrysler Goup LLC board; Andrea Agnelli, Tiberto Brandolini d’Adda, Glenn Earle, and Patience Wheatcroft from the Fiat S.p.A. board of directors; Ruth J. Simmons, Ronald L. Thompson and Stephen M. Wolf from the Chrysler Group board of directors and two new members, Valerie A. Mars, an American businesswoman and member of the Mars family, and Gildo Zegna, CEO of Italian luxury apparel house Ermenegildo Zegna.

Bill Cawthon grew up in the auto industry in the 1950s. His Dad worked for Chrysler and Bill spent a number of Saturdays down on the plant floor at Dodge Main in Hamtramck. Bill is also the U.S. market correspondent for, a British auto industry publication, and a member of the Texas Auto Writers Association, which has named the Jeep Grand Cherokee the “SUV of Texas” several times and named the Ram 1500 as the “Truck of Texas” two years running.

Bill has owned five Plymouths (including the only 1962 “Texan”), one Dodge and one Chrysler and is still trying to figure out how to justify a Wrangler. He also has owned at least one of every 1:87 scale model of a Chrysler product. You can reach him directly at (206) 888-7324 or by using the form.

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