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 on Form F-4 which was declared
effective by the SEC on November 20, 2020 because it contains
important information relating to the proposed transaction. The
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, and amended on September 28, 2020,
November 5, 2020, November 16, 2020 and November 18, 2020), and was
declared effective on November 20, 2020. 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.
FCA convenes EGM to approve merger with
PSA and publishes agenda for the EGM
Fiat Chrysler Automobiles N.V. (NYSE: FCAU /
MTA: FCA) announced today that it has published the notice
convening the Extraordinary General Meeting of Shareholders
(“EGM”) in order to approve the merger with
Peugeot S.A. and the other matters set forth in the agenda, which
will be held virtually on January 4, 2021, beginning at 2:30 p.m.
(Central European Time). To protect the health and safety of all
participants in connection with the COVID-19 outbreak, shareholders
will not be allowed to attend the EGM in person.
FCA’s EGM notice, Shareholders’ Circular, other
EGM materials and, in light of the continuing COVID-19 outbreak,
instructions for voting and submitting questions in advance of the
meeting and to follow the EGM remotely, are available in the
Investors section of the FCA website at www.fcagroup.com, where
they can be viewed and downloaded.1 Shareholders may request a hard
copy of these materials, free of charge, through the contacts
below.
FCA also announced that the registration statement on Form F-4
filed by FCA with the U.S. Securities and Exchange Commission (the
“Commission”) in connection with the merger of FCA
and PSA was declared effective by the Commission on November 20,
2020.
London, 23 November 2020
For further information:tel.: +39 011
0031111Email: mediarelations@fcagroup.com
www.fcagroup.com
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 SEC (including the registration
statement on Form F-4 filed with the SEC on July 24, 2020, and
amended on September 28, 2020, November 5, 2020, November 16, 2020
and November 18, 2020, and declared effective on November 20,2020),
the AFM and CONSOB and PSA’s filings with the AMF.
1 The EGM notice, the Shareholders’ Circular and
other EGM materials are available on FCA’s corporate website at
www.fcagroup.com.
- FCA convenes EGM to approve merger with PSA and publishes
agenda for the EGM
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