Fiat Chrysler Automobiles (FCA)

Fiat Reorganizes After Purchase of Chrysler Group

Fiat integrated the acquired Chrysler organization and renamed the new global company Fiat Chrysler Automobiles, “In order to establish a true peer to the major global automotive groups, in both scale and capital market appeal,” according to a company statement.

Fiat Completes Acquisition of Chrysler Group

The Chyrsler Group, parent to the Ram Truck brand, reported 2013 net income rose 65 percent to $2.8 billion.

Chrysler Group Reports Full Year 2013 Net Income of $2.8 Billion

Fiat Chrysler Automobiles N.V., organized in the Netherlands, is the parent company of the Group. FCA’s common shares will be listed in New York and Milan. Under the proposal approved by the Fiat Board, Fiat shareholders will receive one FCA common share for each Fiat share they hold and the FCA common shares will be listed on the New York Stock Exchange (NYSE) with an additional listing on the Mercato Telematico Azionario (MTA) in Milan. FCA is expected to be resident for tax purposes in the United Kingdom, but this is not expected to affect the taxes payable by Group companies in the jurisdictions in which their activities are carried out.

In order to foster the development and continued involvement of a core base of long-term shareholders, FCA will adopt a loyalty voting structure, under which Fiat shareholders who are present or represented by proxy at the Fiat shareholder meeting called to vote on the proposal and who continue to hold their shares until the closing, regardless of how they vote, are eligible to receive special voting shares equivalent in number to the newly-issued FCA common shares they receive. The special voting shares will be subject to specific terms and conditions.
 
After the closing, shareholders who hold their FCA common shares for at least three years would also be entitled to participate in the loyalty voting structure.

FCA shareholders will be eligible for loyalty voting until they transfer their common shares. This structure is intended to facilitate a stable shareholder base and reward long-term share ownership, while allowing the Group enhanced flexibility to pursue strategic opportunities.

The proposed transaction is subject to approval of the final documentation by Fiat’s Board of Directors and shareholders.

The transaction would also be subject to limited closing conditions, including listing on the NYSE and a €500 million cap on the exercise of withdrawal rights arising under Italian law by Fiat shareholders and opposition rights by Fiat creditors. Listing on the MTA in Milan is expected to occur after trading on the NYSE has commenced.

The transaction is expected to be completed by the end of the year.

Today’s decisions, and the jurisdiction of the parent company in particular, are based on the needs and opportunities resulting from the creation of a large, global auto group through the union of Fiat and Chrysler. The existing organization based on four operating regions will remain central to the operating and management structure of the new Group. All activities forming part of FCA will continue with the same mission, including manufacturing plants in Italy and elsewhere around the globe, with no impact on headcount.
 
The Group will present a long-term business plan to the financial community at the beginning of May 2014.

Fiat and Chrysler Adopt a New Logo

Created by RobilantAssociati, this branding project began with definition of a distinct strategic concept that served as the basis for creation of the name, logo, house style and entire corporate identity, whose universal and essential forms are strongly expressive and evocative. 

Use of an acronym helps create a transition from the past, without severing the roots, while at the same time reflecting the global scope of the Group’s activities. The three letters in the logo are grouped in a geometric configuration inspired by the essential shapes used in automobile design: the F, derived from a square, symbolizes concreteness and solidity; the C, derived from a circle, representing wheels and movement, symbolizes harmony and continuity; and finally, the A, derived from a triangle, indicates energy and a perennial state of evolution.

The new logo will be adopted by Fiat and Chrysler as soon as practicable and before completion of the reorganization of the new Group.

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