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Filed Pursuant to Rule 424(b)(3) Registration No. 333-
Merger of Peugeot S.A. with and into
Fiat Chrysler Automobiles N.V.
(incorporated in the Netherlands as a naamloze vennootschap ) TO BE RENAMED
Stellantis N.V.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY __________________ On December 17, 2019, Fiat Chrysler Automobiles N.V. (“FCA”) and Peugeot S.A. (“PSA”) entered into a combination agreement (the “original combination agreement”) providing for the combination of FCA and PSA through a cross-border merger (the “merger”), with FCA as the surviving company in the merger. On September 14, 2020, the parties entered into an amendment to the original combination agreement (the “combination agreement amendment”, and together with the original combination agreement, the “combination agreement”), amending certain terms of the combination. On the day immediately following the completion of the merger described in this prospectus, FCA will be renamed Stellantis N.V. (“Stellantis”) and in this prospectus we also sometimes refer to the surviving company after the merger as the “combined group.” This prospectus relates to the common shares of FCA (the “FCA common shares” or, at or after the effective time of the merger, the “Stellantis common shares”) to be issued to holders of PSA ordinary shares in connection with the merger. The combination agreement provides that, subject to requisite shareholder approvals and the other conditions precedent included in the combination agreement and described in this prospectus, PSA shareholders will receive 1.742 FCA common shares for each PSA ordinary share that they hold immediately prior to completion of the merger. The exchange ratio is fixed and will not be adjusted for changes in the market value of FCA common shares or PSA ordinary shares. Holders of PSA ordinary shares will vote on the merger at an extraordinary meeting of shareholders and a special meeting of shareholders entitled to double voting rights, both of which are scheduled for January 4, 2021. Separately, holders of FCA common shares will vote on the merger at an extraordinary meeting of shareholders scheduled for January 4, 2021. Subject to the satisfaction and/or waiver of the other conditions precedent contained in the combination agreement, the merger will not become effective unless (a) a resolution approving the merger is passed at (i) the extraordinary meeting of holders of PSA ordinary shares (the “PSA General Meeting Approval”) with a two-thirds majority of the votes cast by the shareholders present or represented at such meeting, provided that at least 25 percent of the PSA ordinary shares carrying voting rights are present or represented at the first convening of such meeting, or at least 20 percent of the PSA ordinary shares carrying voting rights are present or represented at the second convening of such meeting, and at (ii) the special meeting of PSA shareholders entitled to double voting rights (the “PSA Special Meeting Approval” and, together with the PSA General Meeting Approval, the “PSA Shareholders Approval”) with a two-thirds majority of the votes cast by the shareholders entitled to double voting rights present or represented at such meeting, provided that at least one-third of the PSA ordinary shares carrying double voting rights are present or represented at the first convening of such meeting, or at least 20 percent of the PSA ordinary shares carrying double voting rights are present or represented at the second convening of such meeting, and (b) a resolution approving the merger is passed at the extraordinary meeting of holders of FCA common shares (the “FCA Shareholders Approval”) with the affirmative vote of the holders of (i) a majority of the votes cast at the FCA shareholders’ meeting (provided that one half or more of the issued and outstanding share capital of FCA is represented at such meeting) or (ii) if less than one half of the issued and outstanding share capital of FCA is represented at the FCA shareholders’ meeting, at least two-thirds of the votes cast at such meeting. As of November 13, 2020, (a) Établissements Peugeot Frères and FFP, owned, directly through their wholly-owned subsidiary Maillot I (“Maillot” and, together with Établissements Peugeot Frères and FFP, “EPF/FFP”) 12.36 percent of PSA’s share capital and 18.01 percent of the total voting rights of PSA, (b) Bpifrance Participations S.A. (“BPI S.A.”) owned, directly and indirectly through its wholly-owned subsidiary Lion Participations SAS (“Lion SAS”, and, together with BPI S.A., “BPI”), 12.36 percent of PSA’s share capital and 18.01 percent of the total voting rights of PSA, and (c) Dongfeng Motor Group Company Ltd. (“DFG”) and Dongfeng Motor (Hong-Kong) International Co Ltd. (“DMHK”, and, together with DFG, “Dongfeng”) owned 11.24 percent of PSA’s share capital and 16.38 percent of the total voting rights of PSA. Each of EPF/FFP, BPI and Dongfeng has agreed to vote in favor of the merger. As of November 13, 2020, Exor N.V. (“Exor” and, together with EPF/FFP, BPI and Dongfeng, the “Reference Shareholders”) owned 28.54 of FCA’s issued and outstanding common shares, and, based on the loyalty voting system of FCA, 44.40 percent of the total voting rights in FCA. Exor has agreed to vote in favor of the merger. Based on the number of FCA common shares and PSA ordinary shares outstanding on the date of the combination agreement, and without giving effect to the repurchase of PSA ordinary shares by PSA from Dongfeng as described under “ The Combination Agreement and Cross Border Merger Terms—The Combination Agreement and Shareholders Undertakings—Shareholders Undertakings—Lock-up ”, upon effectiveness of the merger the pre-merger PSA shareholders would collectively hold approximately 50 percent of the Stellantis common shares, and the pre-merger shareholders of FCA would collectively hold the remaining approximately 50 percent of the Stellantis common shares. The merger will become effective at 00:00 a.m. Central European Time on the first day after the date on which the notarial deed of merger between FCA and PSA is executed. Based on the number of PSA ordinary shares outstanding on November 13, 2020, FCA will issue up to 1,545,221,900 FCA common shares as part of the merger, of which 520,767,016 FCA common shares have been registered pursuant to the registration statement of which this prospectus forms a part, as they will be issued in respect of PSA ordinary shares held directly by U.S. residents as of such date (plus an additional amount of shares to cover potential flowback into the United States). The businesses currently carried out by FCA and its subsidiaries and PSA and its subsidiaries will be combined under Stellantis following the merger. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY. If you hold PSA ordinary shares or FCA common shares through an intermediary such as a broker/dealer or clearing agency, you should consult with that intermediary about how to obtain information on the relevant shareholders’ meetings of PSA and FCA. The supervisory board of PSA (the “PSA Supervisory Board”) has unanimously recommended that PSA shareholders vote in favor of the merger and the board of directors of FCA (the “FCA Board”) has unanimously recommended that FCA shareholders vote in favor of the merger. Separate materials will be made available to shareholders of FCA and PSA shareholders in connection with their respective extraordinary general meetings in accordance with applicable Dutch and French laws. FCA common shares are currently traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “FCAU” and on the Mercato Telematico Azionario (“MTA”) organized and managed by Borsa Italiana S.p.A. under the ticker symbol “FCA”. FCA will apply to list supplementally the Stellantis common shares to be issued in the merger on the NYSE and on the MTA. FCA will also apply for admission to listing and trading of the Stellantis common shares on the regulated market of Euronext in Paris (“Euronext Paris”), on which PSA ordinary shares are currently listed. The admission to listing and trading on Euronext Paris is expected to occur prior to the merger, subject to the approval by the competent authorities. None of the Securities and Exchange Commission (“SEC”), the French Autorité des marchés financiers (the “AMF”), the Commissione Nazionale per le Società e la Borsa (“CONSOB”), the Dutch Stichting Autoriteit Financiële Markten (the “AFM”) nor any other securities commission of any jurisdiction has approved or disapproved of the securities offered in this prospectus, passed on the merits or fairness of the transactions described in this prospectus or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities, or a solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. For the avoidance of doubt, this prospectus does not constitute an offer to buy or sell securities or a solicitation of an offer to buy or sell any securities in France, in Italy or any member state of the European Economic Area or the United Kingdom (each, a “Relevant State”), nor a solicitation of a proxy under the laws of France or Italy or any Relevant State, and it is not intended to be, and is not, a prospectus or an offer document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (as amended, the “Prospectus Regulation”). You should inform yourself about and observe any such restrictions, and none of FCA, PSA or Stellantis accepts any liability in relation to any such restrictions. We encourage you to read this prospectus carefully in its entirety, including the “ Risk Factors ” section that begins on page 28. Prospectus dated November 23, 2020
WHERE YOU CAN FIND MORE INFORMATION
This prospectus incorporates important business and financial information about FCA that is not included in or delivered with this prospectus. FCA is a “foreign private issuer” and, under the rules adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is exempt from certain of the requirements of the Exchange Act, including the proxy and information provisions of Section 14 of the Exchange Act. FCA files annual reports on Form 20-F with the SEC and also furnishes reports on Form 6-K to the SEC. Documents filed with the SEC by FCA are also available at no cost on the website maintained by the SEC (www.sec.gov). In addition, you may obtain free copies of the documents FCA files with and furnishes to the SEC by going to FCA’s website at http://www.fcagroup.com under “ Investors ”.
PSA files certain reports and other documents with the AMF, which are made publicly available pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 or the laws and regulations implementing Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 (as amended by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013). These reports, including PSA’s annual and interim reports, are available on PSA’s website at http://www.groupe-psa.com/en under “ Analysts & Investors ”. The website addresses of the SEC, FCA and PSA are provided solely for the information of prospective investors and are not intended to be active links. FCA is not incorporating the contents of the websites of the SEC, FCA, PSA or any other entity into this prospectus.
FCA has filed a registration statement on Form F-4, as amended, to register with the SEC the FCA common shares to be issued in the merger. This prospectus is a part of the registration statement on Form F-4. As permitted by rules and regulations of the SEC, this prospectus does not contain all the information included in the registration statement. You should refer to the registration statement on Form F-4 (file no. 333-240094), as amended, for information omitted from this prospectus.
A separate prospectus prepared in accordance with Article 3 of the Prospectus Regulation, subject to the approval of the AFM and passported into France and Italy in accordance with applicable laws, will also be made available to the public in connection with the merger in accordance with the Prospectus Regulation and applicable Dutch, Italian and French laws. In addition, separate materials will be made available to shareholders of FCA and PSA in accordance with applicable Dutch and French laws in connection with the extraordinary general meetings of shareholders of FCA and PSA to be held on January 4,
- Such materials will set forth the proposals on which shareholders of PSA and FCA will be asked to vote in connection with the merger at their respective extraordinary general meetings.
You may also request a copy of such documents at no cost by contacting FCA, no later than five business days before the date of the extraordinary general meeting of FCA, for holders of FCA common shares, and no later than five business days before the date of the extraordinary general meeting and special meeting of PSA, for holders of PSA ordinary shares.
Incorporation by Reference
The SEC allows FCA to “incorporate by reference” important business and/or information in this prospectus that has been previously filed with or furnished to the SEC in other documents, which means that FCA can disclose important information to you by referring you to those documents. Incorporated documents are considered part of this prospectus, and information in this prospectus automatically updates and supersedes information in earlier documents that are incorporated by reference in this prospectus, and information filed with or furnished to the SEC after the date of this prospectus automatically updates and supersedes information in this prospectus.
FCA incorporates the following documents in this prospectus by reference:
- FCA’s Annual Report on Form 20-F (the “FCA 2019 Form 20-F”), which was filed with the SEC on February 25, 2020;
- pages 1 to 40 and pages 42 to 78 of exhibit 99.1 to FCA’s Report on Form 6-K (the “FCA Q2 2020 Report on Form 6-K”) furnished to the SEC on July 31, 2020, and the amendment thereto furnished to the SEC on September 23, 2020, relating to FCA’s 2020 semi-annual results; and
ii
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION..................................................................................................... (^) ii THE STELLANTIS SHARES, ARTICLES OF ASSOCIATION AND TERMS AND CONDITIONS OF THE SPECIAL VOTING SHARES.........................................................................................................................................
- QUESTIONS AND ANSWERS ABOUT THE MERGER............................................................................................. TABLE OF CONTENTS................................................................................................................................................. iv
- CERTAIN DEFINED TERMS........................................................................................................................................
- NOTE ON PRESENTATION..........................................................................................................................................
- MARKET AND INDUSTRY INFORMATION.............................................................................................................
- CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS......................................
- SUMMARY......................................................................................................................................................................
- RISK FACTORS..............................................................................................................................................................
- COMPARATIVE PER SHARE DATA...........................................................................................................................
- COMPARATIVE MARKET PRICES.............................................................................................................................
- THE MERGER.................................................................................................................................................................
- THE COMBINATION AGREEMENT AND CROSS BORDER MERGER TERMS...................................................
- THE PSA SHAREHOLDER MEETING.........................................................................................................................
- THE FCA EXTRAORDINARY GENERAL MEETING................................................................................................
- STELLANTIS..................................................................................................................................................................
- CAPITALIZATION AND INDEBTEDNESS.................................................................................................................
- SELECTED FINANCIAL INFORMATION...................................................................................................................
- FCA..................................................................................................................................................................................
- PSA...................................................................................................................................................................................
- MAJOR SHAREHOLDERS OF FCA AND PSA AND RELATED PARTY TRANSACTIONS.................................
- UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION........................................
- COMPARISON OF RIGHTS OF SHAREHOLDERS OF FCA AND STELLANTIS...................................................
- COMPARISON OF RIGHTS OF SHAREHOLDERS OF PSA AND STELLANTIS...................................................
- MATERIAL TAX CONSIDERATIONS.........................................................................................................................
- LEGAL MATTERS.........................................................................................................................................................
- EXPERTS.........................................................................................................................................................................
- ENFORCEMENT OF CIVIL LIABILITIES...................................................................................................................
- PSA FINANCIAL STATEMENTS................................................................................................................................. FIN-
- APPENDIX A—COMBINATION AGREEMENT........................................................................................................ A-
- APPENDIX B—COMBINATION AGREEMENT AMENDMENT.............................................................................. B-
- APPENDIX C—OPINION OF GOLDMAN SACHS INTERNATIONAL.................................................................... C-
- APPENDIX D—OPINION OF D'ANGELIN & CO LTD.............................................................................................. D-
- APPENDIX E—OPINION OF PERELLA WEINBERG UK LIMITED E-
- APPENDIX F—FORM OF STELLANTIS ARTICLES OF ASSOCIATION............................................................... F-
- APPENDIX G—FORM OF STELLANTIS TERMS AND CONDITIONS OF SPECIAL VOTING SHARES........... G-
QUESTIONS AND ANSWERS ABOUT THE MERGER
The following are some questions that you may have regarding the merger and the extraordinary shareholders’ meetings called to vote on the merger and brief answers to those questions. These questions and answers may not address all questions that may be important to you. You should read carefully the remainder of this prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger and the extraordinary shareholders’ meetings. Please see “ Where You Can Find More Information”.
Q: Why am I receiving this prospectus?
A: You are receiving this prospectus because, as of the relevant record date, you owned one or more FCA common shares and/or one or more PSA ordinary shares. FCA and PSA have entered into a combination agreement pursuant to which, inter alia , if the requisite approval by the shareholders of each of FCA and PSA is obtained, PSA will be merged with and into FCA, which will be renamed “Stellantis N.V.” on the day immediately following the completion of the merger. This prospectus describes FCA’s proposal to the shareholders of FCA to approve the merger and related matters on which FCA would like FCA shareholders to vote and PSA’s proposal to the shareholders of PSA to approve the merger and related matters on which PSA would like PSA shareholders to vote. This prospectus also gives you information about FCA and PSA and other background information to assist you in making an informed decision.
Q: What is the merger?
A: The merger is a business combination transaction in which PSA will merge with and into FCA, and FCA, renamed as Stellantis, will continue as the sole surviving company and will succeed to all of the assets and liabilities of PSA. The merger of PSA into FCA will be effective (the “Effective Time”) at 00:00 a.m. Central European Time on the first day after the date on which a Dutch civil law notary executes a notarial deed of cross-border merger with respect to the merger between FCA and PSA in accordance with applicable Dutch and French law. If the merger is completed, Stellantis common shares will continue to be listed on the NYSE, and the MTA organized and managed by Borsa Italiana S.p.A., where the FCA common shares are currently listed, and will also be listed on Euronext Paris, where the PSA ordinary shares are currently listed.
Q: What will I receive in the merger?
A: As described in more detail under “ The Combination Agreement and Cross Border Merger Terms—The Combination Agreement and Shareholders Undertakings—Merger Consideration ”, at the Effective Time each PSA ordinary share will entitle its holder to receive 1.742 FCA common shares. To the extent one or several PSA shareholders will not be entitled to a round number of FCA common shares based on the exchange ratio of 1.742, the financial intermediaries acting for the former holders of PSA ordinary shares who are entitled to a fraction of an FCA common share will aggregate such fractional entitlements of such holders, sell the corresponding number of FCA common shares on behalf of such holders in the market for cash and subsequently distribute the net cash proceeds to such shareholders proportionate to each such holder’s fractional entitlements. Without prejudice to the foregoing, each holder of PSA ordinary shares that benefits from a fractional entitlement to an FCA common share may waive this right or any cash consideration in respect to such fractional entitlement. Please refer to “ The Combination Agreement and Cross Border Merger Terms—The Combination Agreement and Shareholders Undertakings—Fractional Entitlement to FCA Common Shares ”.
At the Effective Time, the PSA ordinary shares will no longer be outstanding and automatically cease to exist, and each issued and outstanding FCA common share will remain unchanged as one common share in FCA. Therefore, if you own FCA common shares you will continue to hold those common shares after the merger.
Q: Are FCA shareholders and/or PSA shareholders entitled to exercise dissenters’, appraisal, cash exit or similar rights?
A: Neither FCA shareholders nor PSA shareholders are entitled to exercise dissenters’, appraisal, cash exit or similar rights in connection with the merger.
Q: Do the FCA Board and the PSA Supervisory Board recommend the approval of the merger?
A: Yes. On October 23, 2020, the FCA Board carefully considered the proposed merger and unanimously recommended that FCA shareholders vote in favor of the merger and the transactions contemplated by the combination agreement. On October 27, 2020, the PSA Supervisory Board carefully considered the proposed merger and unanimously recommended that PSA shareholders vote in favor of the merger and the transactions contemplated by the combination agreement.
Q: Is the closing of the merger subject to the exercise of creditors’ rights?
A: Yes, the effectiveness of the merger is subject to the exercise of creditors’ rights with respect to FCA pursuant to Dutch law for a period of one month following the date of filing of the Cross-Border Merger Terms (as defined in “ The Combination Agreement and Cross Border Merger Terms—Cross Border Merger Terms ”) with the Dutch Trade Register and the announcement of the filing. The Cross-Border Merger Terms were filed with the Dutch Trade Register on November 13, 2020, and the filing will be published in a Dutch national daily newspaper as soon as reasonably practicable thereafter and in any case prior to the convocation of the extraordinary general meeting of the FCA shareholders.
During the one-month waiting period following the filing of the Cross-Border Merger Terms with the Dutch Trade Register and the announcement of the filing, FCA’s creditors may file an opposition to the merger before the Amsterdam District Court.
The effectiveness of the merger is also subject to the exercise of creditor’s rights with respect to PSA pursuant to French law. For a period of 30 days following the later of the publication of the Cross-Border Merger Terms in the French official bulletin of civil and commercial announcement (BODACC) or in the Journal Spécial des Sociétés that publishes legal notices in Yvelines, PSA’s creditors, other than PSA’s bondholders, may file an opposition against the merger with the Clerk of the Commercial Court of Versailles. The Cross-Border Merger terms were initially published in the BODACC on November 13, 2020, and were published in the French official bulletin of legal notices (BALO) on November 20, 2020 and in the Journal Spécial des Sociétés on November 20, 2020. Such opposition does not prevent the notarial deed of merger from being executed or the merger from being completed. However, the Commercial Court of Versailles may, in its discretion, order either the repayment of the debt or the granting of further collateral (which will be offered by FCA and has to be deemed sufficient by the court), or it may reject such opposition.
In addition, in accordance with French law, holders of each tranche of bonds issued by PSA are grouped together in a bondholders’ assembly ( masse ), which is required to vote to approve the decision of the PSA Supervisory Board to enter into the merger. Such approval was received by PSA on November 13, 2020.
Q: What happens if the merger is not completed?
A: If the FCA shareholders or the PSA shareholders do not approve the merger and related matters at the shareholder meetings or if the merger is not completed for any other reason, then FCA and PSA shareholders will continue to hold their FCA common shares or PSA ordinary shares, as applicable. FCA will remain a publicly traded company listed on the NYSE and MTA. PSA will remain a publicly traded company listed on Euronext Paris. FCA and PSA shareholders will continue to be subject to the same risks and opportunities as they currently are with respect to their ownership of the FCA common shares and PSA ordinary shares, respectively. For more information, see “ The Combination Agreement and Cross Border Merger Terms—The Combination Agreement and Shareholders Undertakings—Termination of the Combination Agreement .”
If the combination agreement is terminated in certain circumstances, one party will be required to pay an agreed amount to the other party. For further details, see “ The Combination Agreement and Cross Border Merger Terms—The Combination Agreement and Shareholders Undertakings—Termination Fees .”
Q: Are there any risks in the merger that I should consider?
A: There are risks associated with the merger. These risks are discussed in the section entitled “ Risk Factors .”
Q: Will I have the right to elect to participate in the loyalty voting structure?
A: Following the completion of the merger, Stellantis will adopt a loyalty voting structure granting long-term shareholders an extra voting right through a special voting share, without entitling such shareholders to any additional economic rights, other than those pertaining to the Stellantis common shares. Stellantis shareholders will be able to request that Stellantis registers all or some of their common shares in a separate register (the “Loyalty Register”) of Stellantis’s shareholders’ register. The registration of common shares in the Loyalty Register blocks such shares from trading in the regular trading systems. Shareholders of Stellantis common shares that have been so registered in the Loyalty Register for an uninterrupted period of three years in the name of the same shareholder become eligible to receive one class A special voting share for each such qualifying common share. The specific terms of the loyalty voting structure are described in more detail in “ The Stellantis Shares, Articles of Association and Terms and Conditions of the Special Voting Shares—Loyalty Voting Structure, General Meeting and Voting Rights—Loyalty Voting Structure ”. The special voting shares through which the loyalty voting structure is implemented will not be listed on the NYSE, MTA or Euronext Paris and will not be transferrable or tradable. The sole purpose of the special voting shares is to implement the loyalty voting structure under Dutch law whereby eligible electing shareholders effectively receive two votes for each Stellantis common share held by them. A transfer of the Stellantis common shares by a Stellantis shareholder holding special voting shares will result in a mandatory transfer of the related special voting shares to Stellantis for no consideration ( om niet ).
Q: What will happen to my existing FCA special voting shares?
A: Following the Effective Time, there will be no carryover of the existing double voting rights currently held by Exor in FCA pursuant to the existing FCA loyalty voting structure. At the Effective Time, all special voting shares of FCA held by Exor will be repurchased by FCA for no consideration ( om niet ). With respect to the outstanding special voting shares of FCA held by shareholders other than Exor, such shares will constitute class B special voting shares of Stellantis, par value of €0.01 per share, in accordance with, and upon the effectiveness of, Stellantis’s articles of association. Differences in the rights of class B special voting shares and class A special voting shares (those issuable after the merger) are limited and described under “ The Stellantis Shares, Articles of Association and Terms and Conditions of the Special Voting Shares— Reduction of Share Capital ”.
Q: What are the material tax consequences of the merger to PSA shareholders?
A: The tax consequences of the merger for any particular shareholder will depend on the shareholder’s particular facts and circumstances. Moreover, the description below and elsewhere in this prospectus does not relate to the tax laws of any jurisdiction other than the United States, the Netherlands, the United Kingdom, France and Italy. Accordingly, shareholders are urged to consult their tax advisors to determine the tax consequences of the merger to them in light of their particular circumstances, including the effect of any state, local or national law.
U.S. tax consequences
It is intended that, for U.S. federal income tax purposes, the merger will generally qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations therein (the “Code”). However, the completion of the merger is not conditioned on the merger qualifying as a “reorganization” within the meaning of Section 368(a) or upon the receipt of an opinion of counsel to that effect. In addition, neither PSA nor FCA intends to request a ruling from the IRS regarding the United States federal income tax consequences of the merger. Accordingly, even if PSA and FCA conclude that the merger qualifies as a “reorganization” within the meaning of Section 368(a), no assurance can be given that the IRS will not challenge that conclusion or that a court would not sustain such a challenge.
Assuming that the merger is treated as a “reorganization” within the meaning of Section 368(a) of the Code:
- a U.S. shareholder (as defined in “ Material Tax Considerations—Material U.S. Federal Income Tax Considerations ”) will not recognize gain or loss when the U.S. shareholder exchanges PSA ordinary shares for Stellantis common shares;
Italian tax consequences
For Italian income tax purposes, the exchange of PSA ordinary shares into Stellantis common shares pursuant to the merger is not expected to trigger any taxable event for Italian resident shareholders. Stellantis common shares received by the Italian holders of PSA ordinary shares upon the merger will have the same aggregate tax basis as the PSA ordinary shares held by such Italian holders had before the merger.
For additional information (including on the tax treatment of fractional entitlements to shares), please refer to the section entitled “ Material Tax Considerations—Material Italian Tax Consequences. ”
Q: When and where will the shareholder meetings be held?
A: The extraordinary general meeting of the FCA shareholders will be held virtually on January 4, 2021, beginning at 2:30 p.m. (Central European Time), in accordance with the procedures set out in the convening notice to be published on FCA’s website on or about November 23, 2020. The extraordinary general meeting of the PSA shareholders will be held on January 4, 2021, beginning at 11 a.m. (Central European Time) at Vélizy. A special meeting of the PSA shareholders entitled to double voting rights will also be held on January 4, 2021, beginning at 10 a.m. (Central European Time) at Vélizy.
Q: What matters will be voted on at the extraordinary general meeting of the FCA shareholders and at the shareholder meetings of the PSA shareholders?
A: The FCA shareholders will be asked to consider and vote, among other things, on the following resolutions at the extraordinary general meeting of the FCA shareholders:
- to approve the merger, in accordance with the Cross-Border Merger Terms, and related corporate matters;
- to approve the resolution of the FCA Board to make the FCA Extraordinary Dividend; and
- to approve the amendments to the articles of association of Stellantis, following the merger, to increase and, subsequently, decrease Stellantis’s issued share capital.
The PSA shareholders will be asked to consider and vote, among other things, on the following resolutions at the extraordinary general meeting of the PSA shareholders and at the special meeting of the PSA shareholders entitled to double voting rights:
- to approve the merger, in accordance with the Cross-Border Merger Terms, and related corporate matters; and
- to approve the removal of the double voting rights attached to the PSA ordinary shares.
Q: Who is entitled to vote the FCA common shares and the PSA ordinary shares at the shareholder meetings?
A: The FCA share record date is December 7, 2020, which is the 28th day prior to the date of the meeting. Holders of FCA common shares on the FCA share record date are entitled to attend and vote at the FCA extraordinary general meeting. Holders of FCA common shares may appoint a proxy holder to vote on their behalf.
The PSA share record date is December 30, 2020, which is two business days prior to the date of the shareholder meetings. Holders of PSA ordinary shares on the PSA share record date are entitled to attend and vote at the extraordinary general meeting of the PSA shareholders and holders of PSA ordinary shares with double voting rights are entitled to attend and vote at the special meeting of the PSA shareholders. Holders of PSA ordinary shares may appoint a proxy holder to vote on their behalf.
Q: What happens if I transfer or sell my FCA common shares or PSA ordinary shares before the relevant shareholder meeting or before completion of the merger?
A: The FCA share record date and the PSA share record date are earlier than the date of the extraordinary general meeting of FCA and the extraordinary general meeting and special meeting of PSA, respectively, the date of the special meeting of the PSA shareholders entitled to double voting rights and the date on which the merger is expected to be completed. If you transfer or sell your FCA common shares or PSA ordinary shares after the relevant share record date but before the relevant extraordinary general meeting or special meeting, as the case may be, you will retain your right to vote at the extraordinary general meeting and the special meeting, as the case may be. However, if you are a PSA shareholder, you will have transferred the right to receive the merger consideration in the merger. In order to receive the merger consideration, you must hold your PSA ordinary shares through the Effective Time. If you acquire FCA common shares or PSA ordinary shares after the relevant record date but before the extraordinary general meeting of FCA and the extraordinary general meeting and special meeting of PSA, respectively, you will not be able to exercise the voting rights attached to such shares at the respective meetings.
Q: When will the extraordinary general meeting of the FCA shareholders be considered regularly convened and the resolutions at such extraordinary general meeting validly adopted?
A: No quorum requirements apply to the extraordinary general meeting of the FCA shareholders. At an extraordinary general meeting of the FCA shareholders, resolutions are adopted with an absolute majority of the votes validly cast. Abstentions and broker non-votes will not be counted as votes “IN FAVOR” nor as votes “AGAINST” the proposal. However, if less than one half of the issued and outstanding share capital of FCA is present or represented at the meeting, the resolution upon the merger must be adopted with a majority of at least two-thirds of the votes cast.
As of November 13, 2020, FCA directors and executive officers and their affiliates held and were entitled to vote approximately 0.16 percent of the shares entitled to vote at the extraordinary general meeting of FCA shareholders.
As of November 13, 2020, Exor owned 28.54 percent of the issued and outstanding common shares of FCA and 44.40 percent of the voting rights. Exor has agreed to vote all its FCA common shares in favor of the merger.
Q: When will the extraordinary general meeting of the PSA shareholders and the special meeting of PSA shareholders be considered regularly convened and the resolutions at such extraordinary general meeting and special meeting validly adopted?
A: At least 25 percent of the shares carrying voting rights are required to constitute a quorum for the extraordinary general meeting of the PSA shareholders when the meeting is convened for the first time. At least 20 percent of the shares carrying voting rights are required to constitute a quorum when an extraordinary shareholders’ meeting is reconvened. At an extraordinary general meeting of the PSA shareholders, resolutions are adopted with a two-thirds majority of the votes cast by the shareholders present or represented. Votes cast at the extraordinary general meeting of PSA shareholders include votes with respect to PSA ordinary shares carrying double voting rights, but do not include voting rights attached to the PSA ordinary shares for which shareholders did not take part in the vote, abstained, or returned a blank or invalid vote.
At least one third of the shares carrying double voting rights are required to constitute a quorum for the special meeting of the PSA shareholders when the meeting is convened for the first time. At least 20 percent of the shares carrying double voting rights are required to constitute a quorum when the special meeting is reconvened. At a special meeting of the PSA shareholders, resolutions are adopted with a two-thirds majority of the votes cast by the shareholders present or represented. Votes cast at a shareholder meeting do not include voting rights attached to the PSA ordinary shares for which shareholders did not take part in the vote, abstained, or returned a blank or invalid vote.
As of November 13, 2020, PSA directors and executive officers held and were entitled to vote 0.12 percent of the shares entitled to vote at the extraordinary general meeting and the special meeting of PSA shareholders. This percentage does not reflect the PSA ordinary shares held by EPF/FFP which may be deemed to be beneficially owned by Robert Peugeot and the PSA ordinary shares that FFP may acquire pursuant to an equity swap agreement with an investment services provider.
Anyone acquiring PSA ordinary shares subsequent to the PSA share record date will not be entitled to vote such shares at the extraordinary general meeting of PSA.
In accordance with the French commercial code, when a shareholder has already voted by mail or online, sent a proxy, or requested an admission card or a shareholding certificate to attend the shareholders’ meeting, such shareholder may no longer choose to participate through a different method at the extraordinary general meeting or the special meeting of PSA shareholders entitled to double voting rights, as the case may be.
Q: If my FCA common shares or PSA ordinary shares are held through a bank or a broker ( e.g. , in “street name”), will my bank or broker vote my shares for me?
A: If you are a beneficial owner and your FCA common shares or PSA ordinary shares are held through a bank or broker or a custodian ( e.g. , in “street name”), you will receive or should seek information from the bank, broker or custodian holding your FCA common shares or PSA ordinary shares, as applicable, concerning how to instruct your bank, broker or custodian as to how to vote your FCA common shares or PSA ordinary shares, as applicable. Alternatively, if you wish to vote in person or online then you need to:
- obtain a proxy from your bank, broker or other custodian authorizing you to vote the FCA common shares or PSA ordinary shares, as applicable, held for you by that bank, broker or custodian; or
- become a registered FCA shareholder and/or PSA shareholder, as applicable, no later than the applicable share record date.
Q: Can I revoke my proxy?
A: If you are a shareholder of FCA, you may revoke your proxy vote, provided that the deadline for voting by proxy is seven days before the extraordinary general meeting of the FCA shareholders. The procedure to revoke your proxy vote is further described under “ The FCA Extraordinary General Meeting—Revocation of Proxies ”.
If you are a record holder of PSA ordinary shares, you may revoke your proxy within the timeframe specified for the relevant shareholder meeting. The procedure to revoke your proxy is further described under “ The PSA Shareholder Meeting —Revocation of Proxies ”.
Q: Will I have to pay brokerage commissions in connection with the exchange of my PSA ordinary shares?
A: You should consult with your bank, broker or custodian as to whether you are required to pay brokerage commissions in connection with the exchange of your PSA ordinary shares.
Q: How can I attend the PSA shareholder meetings in person?
A: The extraordinary general meeting of the PSA shareholders will be held on January 4, 2021, beginning at 11 a.m. (Central European Time) at Vélizy. If you are a PSA shareholder and you wish to attend the extraordinary general meeting of PSA in person, you may request an admission card. If you hold registered shares, you may request an admission card by mail to Société Générale – Service des Assemblées – CS 30812 - 44308 Nantes Cedex 3, using the prepaid reply envelope enclosed with the invitation letter or by logging on to the website www.sharinbox.societegenerale.com with your usual login details. If you hold bearer shares, you may request an admission card through your authorized intermediary. If you hold bearer shares and have not received your admission card as of December 30, 2020, at 00.00 a.m. (Central European Time), you must request an individual certificate of attendance from your authorized intermediary.
The special meeting of the PSA shareholders entitled to double voting rights will be held on January 4, 2021, beginning at 10 a.m. (Central European Time) at Vélizy. If you are a PSA shareholder with double voting rights and you wish to attend the special meeting of PSA shareholders in person, you may request an admission card. You may request an admission card by mail to Société Générale – Service des Assemblées – CS 30812-44308 Nantes Cedex 3, using the prepaid reply envelope enclosed with the invitation letter or by logging on to the website https://peugeot.voteassemblee.com.
However, as noted further above, as a result of the COVID-19 pandemic, the PSA Managing Board may decide that the extraordinary general meeting and the special meeting of the PSA shareholders will be held without the physical presence of the shareholders and other persons entitled to attend such meetings, in which case admission cards will not be delivered to the shareholders of PSA.
Q: What is the effect if I do not cast my vote?
A: If a record holder of FCA common shares does not cast his or her vote in any permitted fashion, no votes will be cast on behalf of such holder on any of the items on the agenda of the extraordinary general meeting of FCA. If a beneficial owner of FCA common shares does not instruct his or her bank, broker or custodian on how to vote on any of the proposal at the extraordinary general meeting of FCA in any permitted fashion, no votes will be cast on behalf of such beneficial owner with respect to such items on the agenda at the extraordinary general meeting of FCA.
If a record holder of PSA ordinary shares does not cast his or her vote in any permitted manner, no votes will be cast on behalf of such holder on any of the items on the agenda of the extraordinary general meeting and the special meeting of the PSA shareholders entitled to double voting rights, as applicable. If a holder of PSA ordinary shares does not instruct his or her bank, broker or custodian on how to vote on any of the proposal at the extraordinary general meeting or the special meeting, as applicable, in any permitted fashion, no votes will be cast on behalf of such beneficial owner with respect to such items on the agenda at the extraordinary general meeting or the special meeting, as applicable, of PSA.
Q: Do any of PSA’s and FCA’s directors or executive officers have interests in the merger that may differ from those of other shareholders?
A: Yes. Some of FCA’s and PSA’s directors and executive officers have interests in the merger that may differ from, or be in addition to, those of other shareholders, including: the appointment of certain executive officers of FCA or PSA as executive officers of Stellantis, the appointment of certain directors of FCA or PSA as directors of Stellantis, the directors’ and officers’ liability insurance that Stellantis is required to maintain under the combination agreement, the treatment of their FCA and PSA equity awards in the merger, certain retention arrangements and the interests certain executive officers of FCA or PSA have by reason of their respective employment arrangements. See “ The Merger—Interests of Certain Persons in the Merger ” for a more detailed discussion of how some of FCA’s and PSA’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of FCA’s and PSA’s other shareholders generally.
Q: How will FCA’s directors and executive officers vote at the extraordinary general meeting on the resolutions to approve the merger and related matters?
A: FCA currently expects that all directors, executive officers and their affiliates who beneficially own FCA common shares will vote all of their FCA common shares (representing approximately 0.16 percent of the shares entitled to vote at the extraordinary general meeting of FCA shareholders as of November 13, 2020, without taking into consideration FCA share grants granted to the directors and executive officers) in favor of approval of the resolution to approve the merger plan and related matters.
Q: How will PSA directors and executive officers vote at the extraordinary general meeting or the special meeting on the resolutions to approve the merger and related matters?
A: PSA currently expects that all directors and executive officers who own PSA ordinary shares will vote all of their PSA ordinary shares (representing approximately 0.12 percent of the outstanding PSA ordinary shares as of November 13,
- in favor of approval of the resolution to approve the merger plan and related matters. This percentage does not reflect the PSA ordinary shares held by EPF/FFP which may be deemed to be beneficially owned by Robert Peugeot and the PSA ordinary shares that FFP may acquire pursuant to an equity swap agreement with an investment services provider. For more information see “ Stellantis—Share Ownership of the Stellantis Directors ”.
CERTAIN DEFINED TERMS
In this prospectus, references to “FCA” mean Fiat Chrysler Automobiles N.V. or Fiat Chrysler Automobiles N.V. together with its consolidated subsidiaries, or any one or more of them, as the context may require. References to “PSA” mean Peugeot S.A. or Peugeot S.A. together with its consolidated subsidiaries, or any one or more of them, as the context may require. References to “Stellantis” mean FCA, which will be renamed Stellantis on the date immediately following the completion of the merger. References to “FCA shareholders” also refer to FCA shareholders acting in their capacity, where applicable, as holders of special voting shares in FCA’s share capital. For a description of the FCA special voting shares and the rights attached thereto, see the section “ Corporate Governance—Loyalty Voting Structure ” in the FCA 2019 Form 20-F incorporated by reference in this prospectus.
NOTE ON PRESENTATION
This prospectus includes the audited consolidated financial statements of PSA as of and for the financial years ended December 31, 2019, 2018 and 2017, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and in accordance with IFRS as adopted by the European Union. There is no effect on these consolidated financial statements resulting from differences between IFRS as issued by the IASB and IFRS as adopted by the European Union. The audited consolidated financial statements of PSA and the notes to the audited consolidated financial statements of PSA are collectively referred to as the “PSA Consolidated Financial Statements”. In addition, this prospectus also includes the condensed interim unaudited consolidated financial statements of PSA at June 30, 2020 and for the six months ended June 30, 2020 and 2019, which have also been prepared in accordance with IFRS as issued by the IASB, and in accordance with IFRS as adopted by the European Union. The condensed interim unaudited consolidated financial statements of PSA together with the notes thereto are referred to as the “PSA Interim Unaudited Consolidated Financial Statements”.
This prospectus also incorporates by reference the audited consolidated financial statements of FCA as of and for the financial years ended December 31, 2019, 2018 and 2017, contained in the FCA 2019 Form 20-F, which have been prepared in accordance with IFRS as issued by the IASB, as well as IFRS as adopted by the European Union. There is no effect on these consolidated financial statements resulting from differences between IFRS as issued by the IASB and IFRS as adopted by the European Union. The audited consolidated financial statements of FCA together with the notes thereto are referred to as the “FCA Consolidated Financial Statements”. In addition, this prospectus also incorporates by reference the unaudited semi-annual condensed consolidated financial statements of FCA as of and for the six months ended June 30, 2020 and the unaudited interim condensed consolidated financial statements of FCA as of and for the three and nine months ended September 30, 2020, which have been also prepared in accordance with IFRS as issued by the IASB, as well as IFRS as adopted by the European Union.
All references in this prospectus to “euro” and “€” refer to the currency issued by the European Central Bank. The financial information is presented in euro. All references to “U.S. dollars”, “U.S. dollar”, “U.S.$” and “$” refer to the currency of the United States of America (“U.S.”).
The language of the prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.
In this prospectus, unless a contrary indication appears, a reference to the “issue of shares to PSA shareholders” in connection with the merger means, from a Dutch perspective, the allotment of shares ( toekenning van aandelen ) (and all related references, including “to be issued” and “issued”, should be construed accordingly).
Share ownership and voting power information in respect of FCA shareholders included in this prospectus is based on the information in FCA’s shareholder register, regulatory filings with the AFM and the SEC and other sources available to FCA as of the date indicated.
Certain totals in the tables included in this prospectus may not add due to rounding.
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
Statements contained in this prospectus or in documents incorporated by reference in this prospectus, particularly those regarding possible or assumed future performance, competitive strengths, costs, dividends, reserves and growth of FCA and PSA, industry growth and other trends and projections, and those regarding synergistic benefits of the merger and estimated company earnings, particularly those set forth under “ The Merger ” and “ PSA ”, are “forward-looking statements” that contain risks and uncertainties. In some cases, words such as “may”, “will”, “expect”, “could”, “should”, “intend”, “aim”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”, “can”, “would”, “future”, “possible”, “potential”, “predict” or similar terms are used to identify forward-looking statements. These forward-looking statements reflect the respective current views of FCA and PSA with respect to future events and involve significant risks and uncertainties that could cause actual results to differ materially. These factors include, without limitation:
- the satisfaction of the conditions precedent to the consummation of the merger, including the ability to obtain antitrust and other regulatory approvals in a timely manner, and any conditions to obtaining the required antitrust approvals that the regulatory authorities may impose;
- the ability of the parties to complete the merger in a timely manner or at all;
- the exercise by contractual counterparties of rights arising as a result of the merger under the provisions included in agreements to which FCA or PSA is a party, and the potential impact of the announcement and pendency of the merger on FCA’s and PSA’s business relationships with third parties;
- the combined group’s ability to realize the anticipated benefits of the merger, including cost savings, synergies and growth opportunities;
- the incurrence of significant transaction costs in connection with the merger and integration costs following the closing of the merger;
- the combined group’s ability to attract and retain management personnel and other key employees;
- the fact that the exchange ratio will not be adjusted for changes in the value of FCA common shares or PSA ordinary shares or for developments in the businesses of FCA and PSA before the merger is completed;
- the fact that the Faurecia distribution may not occur promptly following the closing of the merger, or at all, or on the terms contemplated by FCA and PSA;
- the fact that FCA may not have discovered with respect to PSA, and PSA may not have discovered with respect to FCA, certain matters which may adversely affect the future financial performance of the combined group;
- business interruptions, including disruptions to the manufacturing and sale of the combined group’s products and the provision of its services, resulting from the COVID-19 outbreak;
- the combined group’s ability to maintain vehicle shipment volumes, expand certain of its brands globally and launch products successfully;
- changes in global financial markets, general economic conditions and changes in demand for automotive products, which is subject to cyclicality;
- changes in local economic and political conditions, including as a result of Brexit;
- changes in trade policy, the imposition of tariffs, the enactment of tax reforms and other changes in laws and regulations;
- disruptions arising from political, social and economic instability, or civil unrest;
- the combined group’s ability to offer innovative, attractive products, and to develop, manufacture and sell vehicles with advanced features, including enhanced electrification, connectivity and automated-driving characteristics;
- various types of claims, lawsuits, governmental investigations and other contingencies, including product liability and warranty claims, vehicle recalls and environmental claims, investigations and lawsuits;
- material operating expenditures in relation to compliance with environmental, health and safety regulations;
- the intense level of competition in the automotive industry, which may increase due to consolidation;
- the combined group’s failure to accurately forecast demand for its vehicles;
- the combined group’s ability to provide or arrange for access to adequate financing for its dealers and retail customers;
- the combined group’s liquidity and ability to access funding to execute its business plan and improve its business, financial condition and results of operations;
- a significant malfunction, disruption or security breach compromising information technology systems or the electronic control systems contained in the combined group’s vehicles;
- the combined group’s ability to realize anticipated benefits from joint venture arrangements in certain emerging markets;
- risks arising from disruptions to the combined group’s dealers, including as a result of the COVID- pandemic;
- disruptions to the combined group’s supply chain, shortages of raw materials or increases in the cost of raw materials and components used by the combined group;
- developments in labor and industrial relations, including any work stoppages, and developments in applicable labor laws;
- exchange rate fluctuations, interest rate changes, credit risk and other market risks;
- exposure to shortfalls in the funding of FCA’s defined benefit pension plans; and
- other factors discussed elsewhere in this prospectus and in the documents incorporated by reference in this prospectus.
Furthermore, in light of the inherent difficulty in forecasting future results, any estimates or forecasts of particular periods that are provided in this prospectus are uncertain. Accordingly, investors should not place undue reliance on such forward-looking statements. Actual results could differ materially from those anticipated in such forward-looking statements. We do not undertake an obligation to update or revise publicly any forward-looking statements.
Additional factors which could cause actual results and developments to differ from those expressed or implied by the forward-looking statements are included in the section “ Risk Factors ” of this prospectus.
