Fiat and the United Auto Workers retiree health-care trust agreed to a $4.35 billion deal for Fiat to buy the remaining stake in Chrysler Group LLC, paving the way for a merger creating the world’s seventh-largest automaker.
The transaction is expected to close on or before January 20.
Fiat and the trust have shared ownership of Chrysler since its bankruptcy in 2009.
Fiat North America will acquire all of the VEBA Trust’s equity membership interests in Chrysler Group, representing the 41.4616% of Chrysler Group not currently held by FNA.
The trust will receive aggregate consideration of $3.65 billion consisting of a special distribution payable by Chrysler Group to its members in an aggregate amount of approximately $1.9 billion, and at closing, FNA will pay the remainder of approximately $1.75 billion in cash purchase consideration.
Fiat expects to fund the $1.75 billion in cash from available cash on hand. Chrysler Group expects to fund the special distribution from available cash on hand. As part of the transactions, FNA and the VEBA Trust will agree to dismiss with prejudice the current proceedings before the Delaware Court of Chancery with respect to the interpretation of the call option agreement pursuant to which Fiat has, through FNA, exercised three tranches of a call option to acquire membership interests in Chrysler Group held by the VEBA Trust.
All of these membership interests will be acquired by FNA. Given the funding arrangements for the transaction, it is not envisioned that Fiat will require equity capital to be raised via a rights issue
“I have been looking forward to this day from the very moment that we were chosen to assist in the rebuilding of a vibrant Chrysler back in 2009,” said John Elkann, Chairman of Fiat. “The work, commitment and achievement I have witnessed from Chrysler over the past four and a half years is nothing short of exceptional.”
“In the life of every major organization and its people, there are defining moments that go down in the history books,” Sergio Marchionne, chief executive of both carmakers, said in the statement. “For Fiat and Chrysler, the agreement just reached with the VEBA is clearly one of those moments.”