The Supervisory Board of Peugeot S.A. and the Board of Directors of Fiat Chrysler Automobiles N.V. have each agreed to work towards a full combination of their respective businesses by way of a 50/50 merger.
Both boards have given the mandate to their respective teams to finalize the discussions to reach a binding Memorandum of Understanding in the coming weeks.
The plan to combine the Groupe PSA and FCA businesses follows intensive discussions between the senior managements of the two companies. The move would create an industry leader with the scale, capabilities and resources to capture the opportunities and manage effectively the challenges of the new era in mobility.
The proposed combination would create the 4th largest global OEM in terms of unit sales (8.7 million vehicles), with combined revenues of nearly €170 billion and recurring operating profit of over €11 billion on a simple aggregated basis of 2018 results excluding Magneti Marelli and Faurecia. The significant value accretion resulting from the transaction is estimated to be approximately €3.7 billion in annual run-rate synergies derived principally from a more efficient allocation of resources for large-scale investments in vehicle platforms, powertrain and technology and from the enhanced purchasing capability inherent in the combined group’s new scale.
It is projected that 80% of the synergies would be achieved after 4 years. The total one-time cost of achieving the synergies is estimated at €2.8 billion.
The shareholders of each company would own 50% of the equity of the newly combined group and would therefore share equally in the benefits arising from the combination. The board of the new company would be composed of 11 members. Five board members would be nominated by FCA (including John Elkann as Chairman) and five would be nominated by Groupe PSA (including the Senior Independent Director and the Vice Chairman). The Chief Executive Officer would be Carlos Tavares for an initial term of five years and he would also be a member of the Board.
The new group’s Dutch-domiciled parent company would be listed on Euronext (Paris), the Borsa Italiana (Milan) and the New York Stock Exchange and would continue to maintain significant presences in the current operating head-office locations in France, Italy and the US.
The proposal is subject to customary closing conditions, including final board approvals of the binding Memorandum of Understanding and agreement on definitive documentation.
PSA worked with French boutique Messier Maris & Associés, while its board was advised by Perella Weinberg Partners and the Peugeot family by Zaoui & Co. Fiat used d’Angelin & Co. and Goldman Sachs Group Inc., the sole Wall Street bank in a leading role. The carmaker’s largest shareholder, Exor NV, chose Lazard Ltd. Morgan Stanley said it also advised PSA in an analyst note.
By combining, Fiat Chrysler and PSA -- the maker of Peugeot and Citroen vehicles -- would create a regional powerhouse to challenge Volkswagen AG.