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Factbox: Fiat Chrysler, Peugeot tie-up – how does it work?

MILAN (Reuters) – Fiat Chrysler (FCHA.MI) (FCAU.N) and Peugeot owner PSA (PEUP.PA) have agreed to join forces to create the world’s fourth-largest automaker. The following are some of the key elements of the deal: ** Fiat Chrysler Automobiles (FCA) and PSA aim to reach a binding agreement to create a $50 billion company in the coming weeks. ** The combined automaker would have annual sales of 8.7 million vehicles, total revenues of nearly 170 billion euros ($190 billion) and recurring operating profit of more than 11 billion euros, based on aggregated 2018 results. ** The new group would be domiciled in the Netherlands, with listings in Paris, Milan and New York. ** PSA Chief Executive Carlos Tavares would be the group’s CEO. FCA Chairman John Elkann would become chairman. ** The merged group would have 11 board members, six from Peugeot including Chief Executive Carlos Tavares, and five from FCA including Chairman John Elkann. ** The merger, once completed, is expected to generate 3.7 billion euros in annual synergies. The two groups say no plants would be closed. ** Prior to completion of the deal, FCA would pay its shareholders a 5.5 billion euro special dividend. It would also hand investors its shares in robot-making unit Comau, which will be spun-off. ** Also prior to completion, Peugeot would distribute its 46% stake in auto-parts maker Faurecia (EPED.PA) to its shareholders. ** Under the deal, major shareholders Exor (EXOR.MI), French state bank Bpifrance Participations and the Peugeot family would be subject to a three-year lock-up period. In that time, the Peugeot family would be allowed to increase its shareholding by up to 2.5% only by acquiring shares from Bpifrance Participations and China’s Dongfeng Motor Group (DFG). ** A seven-year standstill period following completion of the merger – when extraordinary operations affecting governance cannot be carried out – would apply to shareholders Exor, Bpifrance Participations, DFG and the Peugeot family. ** According to sources, FCA is being advised by Goldman Sachs and its independent board members by D’Angelin. PSA is being advised by Mediobanca’s Messier Maris & Associes unit and Morgan Stanley, with Perella working for its independent board member. Lazard is advising Exor. ** Exor, the holding company of the Agnelli family which controls FCA with a 29.2% stake, will become the new automaker’s single largest investor, with a 14.5% stake. Reporting by Giulio Piovaccari and Stephen Jewkes; Editing by Mark PotterOur Standards:The Thomson Reuters Trust Principles.

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