IMPORTANT
NOTICE
By reading the following communication, you agree to be
bound by the following limitations and qualifications:
This communication is for informational purposes
only and is not intended to and does not constitute an offer or
invitation to exchange or sell or solicitation of an offer to
subscribe for or buy, or an invitation to exchange, purchase or
subscribe for, any securities, any part of the business or assets
described herein, or any other interests or the solicitation of any
vote or approval in any jurisdiction in connection with the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. This communication should not be
construed in any manner as a recommendation to any reader of this
document.
This communication is not a prospectus, product
disclosure statement or other offering document for the purposes of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of June 14th 2017.
An offer of securities in the United States
pursuant to a business combination transaction will only be made,
as may be required, through a prospectus which is part of an
effective registration statement filed with the U.S. Securities and
Exchange Commission (“SEC”). Shareholders of Peugeot S.A. (“PSA”)
and Fiat Chrysler Automobiles N.V. (“FCA”) who are U.S. persons or
are located in the United States are advised to read the
registration statement when and if it is declared effective by the
SEC because it will contain important information relating to the
proposed transaction. A registration statement on Form F-4 in
connection with the combination of FCA and PSA through a
cross-border merger was filed with the SEC on July 24, 2020,
amended on September 28, November 5, 2020, November 16, 2020 and
November 18, 2020, but has not yet been declared effective.
You may obtain copies of all documents filed with the SEC regarding
the proposed transaction, documents incorporated by reference, and
FCA’s SEC filings at the SEC’s website at http://www.sec.gov.
In addition, the effective registration statement will be made
available for free to shareholders in the United States.
Vélizy-Villacoublay and London, 20 November
2020
Approval of the prospectus relating to the
listing of Stellantis shares
Groupe PSA and Fiat Chrysler Automobiles N.V.
(“FCA”) (NYSE: FCAU / MTA: FCA) announced today that the
Netherlands authority for the financial markets (Autoriteit
Financiële Markten) has approved their prospectus relating to the
admission to listing and trading in Europe of the shares of FCA
(“Shares”), which will be renamed Stellantis, in the context of the
Cross-border Merger. The Shares will be listed and traded on the
Mercato Telematico Azionario organized and managed by Borsa
Italiana SpA, and on the regulated market of Euronext Paris.
The prospectus was prepared in the context of
the application for listing and admission to trading (i) on the
Mercato Telematico Azionario of the Shares to be issued in the
Cross-border Merger, and (ii) on Euronext Paris of all Shares,
including those to be issued in the Cross-Border Merger. The Shares
to be issued in the merger will also be listed on the New York
Stock Exchange (“NYSE”).
The prospectus can be viewed on the Groupe PSA
website (www.groupe-psa.com , section “PSA FCA Merger Project”) and
on the FCA website (www.fcagroup.com, section "Investors" under
"FCA and Groupe PSA Agree to Merge”).
The prospectus will be made available to the
public in accordance with the requirements of applicable
regulations.
Investor Relations:
FCA
Groupe PSA
Joe Veltri, +1 248 576
9257
Andrea Bandinelli, + 33 6 82
58 86
04Investor.relations@fcagroup.com
communication-financiere@mpsa.com
Media inquiries:
FCA |
Groupe PSA |
Andrea Pallard: +39 335 8737298andrea.pallard@fcagroup.com
Shawn Morgan: +1 248 760 2621shawn.morgan@fcagroup.com |
Bertrand Blaise: +33 6 33 72 61 86bertrand.blaise@mpsa.com
Pierre Olivier Salmon: +33 6 76 86 45
48pierreolivier.salmon@mpsa.com |
About FCA
Fiat Chrysler Automobiles (FCA) is a global
automaker that designs, engineers, manufactures and sells vehicles
in a portfolio of exciting brands, including Abarth, Alfa Romeo,
Chrysler, Dodge, Fiat, Fiat Professional, Jeep®, Lancia, Ram and
Maserati. It also sells parts and services under the Mopar name and
operates in the components and production systems sectors under the
Comau and Teksid brands. FCA employs nearly 200,000 people around
the globe. For more information regarding FCA, please visit
www.fcagroup.com
About Groupe PSA
Groupe PSA designs unique automotive experiences
and delivers mobility solutions to meet all customer expectations.
The Group has five car brands, Peugeot, Citroën, DS, Opel and
Vauxhall and provides a wide array of mobility and smart services
under the Free2Move brand. Its ‘Push to Pass’ strategic plan
represents a first step towards the achievement of the Group’s
vision to be “a global carmaker with cutting-edge efficiency and a
leading mobility provider sustaining lifetime customer
relationships”. An early innovator in the field of autonomous and
connected cars, Groupe PSA is also involved in financing activities
through Banque PSA Finance and in automotive equipment via
Faurecia.
Media library: medialibrary.groupe-psa.com
/ @GroupePSA_EN
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking
statements. In particular, these forward-looking statements include
statements regarding future financial performance and the
expectations of FCA and PSA (the “Parties”) as to the achievement
of certain targeted metrics at any future date or for any future
period are forward-looking statements. These statements may include
terms such as “may”, “will”, “expect”, “could”, “should”, “intend”,
“estimate”, “anticipate”, “believe”, “remain”, “on track”,
“design”, “target”, “objective”, “goal”, “forecast”, “projection”,
“outlook”, “prospects”, “plan”, or similar terms. Forward-looking
statements are not guarantees of future performance. Rather, they
are based on the Parties’ current state of knowledge, future
expectations and projections about future events and are by their
nature, subject to inherent risks and uncertainties. They relate to
events and depend on circumstances that may or may not occur or
exist in the future and, as such, undue reliance should not be
placed on them.
Actual results may differ materially from those
expressed in forward-looking statements as a result of a variety of
factors, including: the impact of the COVID-19 pandemic, the
ability of PSA and FCA and/or the combined group resulting from the
proposed transaction (together with the Parties, the “Companies”)
to launch new products successfully and to maintain vehicle
shipment volumes; changes in the global financial markets, general
economic environment and changes in demand for automotive products,
which is subject to cyclicality; changes in local economic and
political conditions, changes in trade policy and the imposition of
global and regional tariffs or tariffs targeted to the automotive
industry, the enactment of tax reforms or other changes in tax laws
and regulations; the Companies’ ability to expand certain of their
brands globally; the Companies’ ability to offer innovative,
attractive products; the Companies’ ability to develop, manufacture
and sell vehicles with advanced features including enhanced
electrification, connectivity and autonomous-driving
characteristics; various types of claims, lawsuits, governmental
investigations and other contingencies, including product liability
and warranty claims 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; exposure to shortfalls in the funding of the
Parties’ defined benefit pension plans; the ability to provide or
arrange for access to adequate financing for dealers and retail
customers and associated risks related to the establishment and
operations of financial services companies; the ability to access
funding to execute the Companies’ business plans and improve their
businesses, 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 Companies’ vehicles; the Companies’ ability to
realize anticipated benefits from joint venture arrangements;
disruptions arising from political, social and economic
instability; risks associated with our relationships with
employees, dealers and suppliers; increases in costs, disruptions
of supply or shortages of raw materials; developments in labor and
industrial relations and developments in applicable labor laws;
exchange rate fluctuations, interest rate changes, credit risk and
other market risks; political and civil unrest; earthquakes or
other disasters; uncertainties as to whether the proposed business
combination discussed in this document will be consummated or as to
the timing thereof; the risk that the announcement of the proposed
business combination may make it more difficult for the Parties to
establish or maintain relationships with their employees, suppliers
and other business partners or governmental entities; the risk that
the businesses of the Parties will be adversely impacted during the
pendency of the proposed business combination; risks related to the
regulatory approvals necessary for the combination; the risk that
the operations of PSA and FCA will not be integrated successfully
and other risks and uncertainties.
Any forward-looking statements contained in this
communication speak only as of the date of this document and the
Parties disclaim any obligation to update or revise publicly
forward-looking statements. Further information concerning the
Parties and their businesses, including factors that could
materially affect the Parties’ financial results, are included in
FCA’s reports and filings with the U.S. Securities and Exchange
Commission, (including the registration statement on Form F-4
filed with the SEC on July 24, 2020 and amended on September 28,
November 5, 2020, November 16, 2020 and November 18, 2020) the
AFM and CONSOB and PSA’s filings with the AMF.
- Approval of the prospectus relating to the listing of
Stellantis shares
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