Fiat/Chrysler finalise merger with merged conference call on sales and ernings

Fiat and Chrysler will for the first time hold a single conference call on their annual results on Wednesday as the two companies finalize a merger that will create the world's seventh-largest auto group.

Fiat said on Jan. 1 that it had struck a $4.35 billion deal to gain full control of Chrysler by buying the remaining 41.46 percent stake that it did not own in the U.S. carmaker from the United Auto Workers VEBA Trust.

The move was the last step needed before the Italian and U.S. carmakers can merge allowing Sergio Marchionne, who heads both companies, to combine their resources as he seeks to cut losses in Europe.

Full ownership of Chrysler enables Marchionne to create a global industry player with better scale to challenge General Motors Co. and Volkswagen Group. He has tried since taking the helm at Fiat in 2004 to buy a competitor to give the struggling Italian manufacturer a worldwide market strategy for growth.

Merging the two companies will allow Fiat to pool cash with Chrysler and tighten cooperation between its Alfa Romeo, Lancia and Maserati brands with Chrysler, Dodge and Jeep.

The 2013 results' conference call will be held at 15:00 CET, Fiat said in a statement on Monday.

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FIAT completes takeover of Chrysler Group.

Fiat S.p.A. (“Fiat”) through its wholly owned subsidiary, Fiat North America LLC (“FNA”), today completed its previously announced acquisition of all of the VEBA Trust’s[1] membership interests in Chrysler Group LLC (“Chrysler Group”). Chrysler Group is now a wholly-owned subsidiary of Fiat. The consideration for the acquisition consisted of:

• a special distribution paid by Chrysler Group to its members on January 21, 2014 of U.S.$1,900 million (FNA directed its portion of the special distribution to the VEBA Trust as part of the purchase consideration); and
• a cash payment by FNA to the VEBA Trust of U.S.$1,750 million.

Fiat funded the U.S.$1,750 million payment from available cash on hand. Chrysler Group funded the special distribution from available cash on hand.

As previously announced, contemporaneously with the transactions described above, Chrysler Group and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the “UAW”) entered into a Memorandum of Understanding under Chrysler Group’s existing collective bargaining agreements to provide for additional contributions by Chrysler Group to the VEBA Trust of an aggregate of U.S.$700 million in four equal annual instalments, the first of which was paid in connection with closing of the transaction with Fiat.

As part of the transactions and as promptly as practicable, FNA and the VEBA Trust will dismiss with prejudice the proceedings before the Delaware Court of Chancery with respect to the interpretation of the call option agreement.