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 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, September 29,
2020
Groupe PSA and FCA announce Stellantis
Board membership
Fiat Chrysler Automobiles N.V. (“FCA”) (NYSE:
FCAU / MTA: FCA) and Peugeot S.A. (“Groupe PSA”) announce the
composition of the Board of Directors of Stellantis, the new
company that will result from the combination of their respective
businesses.
Consistent with the terms of their Combination
Agreement, announced on December 18, 2019, the Board of Directors
of Stellantis will be comprised of 11 members, the majority of the
non-executive directors being independent. The independent board
members are drawn from diverse professional backgrounds and will
bring with them significant relevant perspectives and experience,
in line with the dynamic and innovative spirit that characterizes
the creation of this new enterprise.
They will help Stellantis capitalize fully on
its unique strengths and capabilities, in a new era of mobility,
with the purpose of creating superior value for all of its
stakeholders.
FCA and its reference shareholder Exor have
nominated 5 members (including John Elkann as Chairman) and Groupe
PSA and two of its reference shareholders (EPF/FFP and BPIfrance)
have nominated 5 members (including the Senior Independent Director
and the Vice Chairman). Carlos Tavares, Stellantis’ Chief Executive
Officer, will also be a member of the Board of Directors.
The full composition of the Stellantis Board of
Directors will be as follows, subject to shareholder vote:
John Elkann (Chairman),
Robert Peugeot (Vice
Chairman)
Henri de Castries (Senior Independent
Director)
Andrea Agnelli (Non-Executive
Director)
Fiona Clare Cicconi (Non-Executive
Director)
Nicolas Dufourcq, (Non-Executive Director)
Ann Frances Godbehere, (Non-Executive
Director)
Wan Ling Martello (Non-Executive Director)
Jacques de Saint-Exupéry, (Non-Executive
Director)
Kevin Scott (Non-Executive Director)
Carlos Tavares (Chief Executive Officer)
Completion of the proposed combination is
expected to take place by the end of the first quarter of 2021,
subject to the previously agreed conditions to closing in the
Combination Agreement.
Investor Relations:
FCA
Groupe PSA
Joe Veltri: +1 248 576
9257
Andrea Bandinelli: + 33 6 82
58 86 04
Investor.relations@fcagroup.com
communication-financiere@mpsa.com
For further information:
FCA |
Groupe PSA |
Andrea Pallard: +39 335 8737298 andrea.pallard@fcagroup.com Shawn
Morgan: +1 248 760 2621 shawn.morgan@fcagroup.com |
Bertrand Blaise: +33 6 33 72 61 86 bertrand.blaise@mpsa.com Pierre
Olivier Salmon: +33 6 76 86 45 48 pierreolivier.salmon@mpsa.com
|
John Elkann (Chairman)
John Elkann is currently Chairman and Executive
Director of FCA and will become Chairman and Executive Director of
Stellantis following the closing of the merger. He was appointed
Chairman of Fiat S.p.A. on April 21, 2010 where he previously
served as Vice Chairman beginning in 2004 and as a board member
from 1997 and he became Chairman of FCA on October 12, 2014. John
Elkann is also Chairman and Chief Executive Officer of Exor N.V.
and Chairman of Giovanni Agnelli B.V.
John Elkann obtained a scientific baccalaureate
from the Lycée Victor Duruy in Paris, and graduated in Engineering
from Politecnico, the Engineering University of Turin (Italy).
While at university, he gained work experience in various companies
of the FCA group in the United Kingdom and Poland (manufacturing)
as well as in France (sales and marketing). He started his
professional career in 2001 at General Electric as a member of the
Corporate Audit Staff, with assignments in Asia, the United States
and Europe. John Elkann is Chairman of Ferrari N.V. and Ferrari
S.p.A. and Chairman of GEDI Gruppo Editoriale S.p.A.and a Board
member of PartnerRE Ltd.. John Elkann is a member of the Board of
Trustees and of the Nominating Committee of the Museum of Modern
Art (MoMA). He also serves as Chairman of the Giovanni Agnelli
Foundation.
Robert Peugeot (Vice
Chairman)
Robert Peugeot, chairman of FFP’s board, is
currently the permanent representative of FFP on the PSA
Supervisory Board, a member of PSA’s Finance and Audit Committee
and chairman of PSA’s Strategic Committee. He will serve as
Director of Stellantis following the closing of the merger. Robert
Peugeot joined the PSA Supervisory Board as permanent
representative of FFP on April 25, 2014. Robert Peugeot is a
graduate of École Centrale de Paris and Institut Européen
d'Administration des Affaires (INSEAD).
Robert Peugeot has held various executive
positions within PSA. From 1998 to 2007, he was vice-president for
innovation & quality, and a member of the PSA’s Executive
Committee. In addition, Robert Peugeot serves as chairman of the
board of FFP S.A.; director of Établissements Peugeot Frères S.A.;
director of Faurecia S.A.; director of FFP Investment UK Ltd.;
chairman of F&P S.A.S.; managing director of S.A.R.L. CHP
Gestion; managing director of SC Rodom; permanent representative of
F&P S.A.S. on the board of directors of Safran S.A.; member of
the supervisory board of Signa Prime; director of Sofina S.A.;
member of the supervisory board of Soparexo S.C.A.; director of
Tikehau Capital Advisors S.A.S; and permanent representative of
Maillot II S.A.S, on the board of directors of Sicav Armene 2.
He is a Knight of the French National Order of
Merit and a Knight of the French Legion of Honour.
Henri de Castries (Senior Independent
Director)
Henri de Castries will serve as Director of
Stellantis following the closing of the merger. He is a graduate of
École des Hautes Etudes Commerciales (HEC) and École Nationale
d’Administration (ENA).
Henri de Castries was the chairman of the
management board of AXA S.A. from 2000 and chairman and chief
executive officer from April 2010 until September 2016. He
previously worked for the French Finance Ministry Inspection Office
and the French Treasury Department. In addition, Henri de Castries
currently serves as director of Argus Media Ltd; chairman of Europe
and special advisor of General Atlantic; chairman of the board of
directors of AXA Assurances IARD Mutuelle; chairman of the board of
directors of AXA Assurances Vie Mutuelle; member of the global
advisory council of Leapfrog Investments Ltd; director of HSBC
Holdings plc.; and vice-chairman of the board of directors of
Nestlé S.A.
Andrea Agnelli (Non-Executive
Director)
Andrea Agnelli will serve as non-executive
Director of Stellantis following the closing of the merger. Andrea
Agnelli is Chairman of Lamse (since 2007), a financial holding
company, Chairman of Juventus Football Club S.p.A. (since 2010),
Chairman of “Fondazione del Piemonte per l’Oncologia” (since 2017)
and Chairman of the “European Club Association” (since 2017, board
member since 2012).
He studied at Oxford (St. Clare’s International
College) and Milan (Università Commerciale Luigi Bocconi). Andrea
Agnelli began his professional career in 1999 at Ferrari Idea in
Lugano before moving to Lausanne to join Philip Morris
International, from 2001 to 2004. In 2005, he returned to Turin to
work in strategic development for IFIL Investments S.p.A. (now EXOR
N.V.).
Andrea Agnelli is also a General Partner of
Giovanni Agnelli B.V., board member of EXOR N.V., a member of
UEFA’s Executive Committee and a member of the Advisory Board of
BlueGem Capital Partners LLP. Previously he served as board member
of Lega Serie A and as board member of the “Fondazione per la
mutualità generale negli sport professionistici”.Andrea Agnelli was
appointed to the board of directors of Fiat S.p.A. on May 30, 2004
and became a member of the board of directors of FCA on October 12,
2014.
Fiona Clare Cicconi (Non-Executive
Director)
Fiona Clare Cicconi will serve as an employee
representative on the Stellantis Board following the closing of the
merger. Fiona Clare Cicconi is executive vice-president and chief
human resources officer at AstraZeneca PLC since 2014. Fiona Clare
Cicconi started her career at General Electric, where she held
various human resources roles within the oil and gas business.
Subsequently, she spent a number of years at Cisco, overseeing
human resources in Southern Europe and then industrial and employee
relations in EMEA, before joining F. Hoffmann La Roche in 2006.
There, she was most recently responsible for global human resources
for Global Technical Operations.
Fiona Clare Cicconi holds a diploma in
international business studies from Leeds Metropolitan
University.
Nicolas Dufourcq (Non-Executive
Director)
Dufourcq will serve as Director of Stellantis
following the closing of the merger. Nicolas Dufourcq is a graduate
of École des Hautes Etudes Commerciales (HEC) and École Nationale
d’Administration (ENA).
Nicolas Dufourcq began his career at the French
Ministry of Economy and Finance in 1988 and then joined the French
Ministry of Health and Social Affairs in 1992, before joining
France Telecom in 1994. In 1998, he created Wanadoo, the internet
access leader, a subsidiary of France Telecom, and listed it for
€20bn in 2000. Between 1998 and 2003, he was CEO of Wanadoo and
executive director of France Telecom in charge of the internet,
cable and pay TV. Nicolas Dufourcq joined Capgemini in 2003, where
he was in charge of the central and southern Europe region. From
2004 to 2013, he served as chief financial officer and deputy chief
executive officer of Capgemini. Since February 7, 2013, Nicolas
Dufourcq has been the chief executive officer of Bpifrance SA. In
addition, Nicolas Dufourcq serves as chief executive officer of
Bpifrance Financement S.A.; chief executive officer of Bpifrance
Investissement S.A.S.; chief executive officer of Bpifrance
Assurance Export S.A.S.; chairman and chief executive officer of
Bpifrance Participations S.A.; permanent representative of
Bpifrance Participations S.A. on the board of directors of Orange;
vice-chairman of the supervisory board of STMicroelectronics N.V.;
and member of the supervisory committee of Doctolib S.A.S.
Ann Frances Godbehere (Non-Executive
Director)
Ann Frances Godbehere will serve as
non-executive Director of Stellantis following the closing of the
merger.
Born in Canada, Ann Frances Godbehere started
her career with Sun Life of Canada in 1976 in Montreal, Canada, and
joined M&G Group in 1981, where she served as senior vice
president and controller for life and health, and property and
casualty businesses throughout North America.
She joined Swiss Re in 1996, after it acquired
the M&G Group, and served as chief financial officer from 2003
to 2007. From 2008 to 2009, she was interim chief financial officer
and an executive director of Northern Rock bank in the initial
period following its nationalization. Ann Frances Godbehere has
also held several non-executive director positions at Prudential
plc, British American Tobacco plc, UBS AG, and UBS Group AG. Most
recently, and until May 2019, Ann Frances Godbehere served as a
non-executive director of Rio Tinto plc and Rio Tinto Limited.
She was also a senior independent director of
Rio Tinto plc. In addition, Ann Frances Godbehere serves as
non-executive director of Royal Dutch Shell plc. She is also a
fellow of the Institute of Chartered Professional Accountants and a
fellow of the Certified General Accountants Association of
Canada.
Wan Ling Martello (Non-Executive
Director)
Wan Ling Martello will serve as non-executive
Director of Stellantis following the closing of the merger. Ms.
Martello currently serves as a partner and cofounder at BayPine, a
private equity firm, a role she has held since 2020. From 2015 to
2018, Ms. Martello served as executive vice president and chief
executive officer of the Asia, Oceania, and sub-Saharan Africa
regions at Nestlé.
From 2012 to 2015, Ms. Martello served as
Nestlé’s chief financial officer, and from 2011 to 2012 she served
as Nestlé’s executive vice president. From 2005 to 2011, Ms.
Martello was a senior executive at Walmart Stores, Inc., a retail
corporation, where she served as executive vice president for
global ecommerce and executive vice president, chief financial
officer & strategy. Ms. Martello has served on the board of
directors of Alibaba Group since 2015 and of Uber Technologies,
Inc. since 2017.
Ms. Martello holds an MBA from the University of
Minnesota and a BS from the University of the Philippines.
Jacques de Saint-Exupéry (Non-Executive
Director)
Jacques de Saint-Exupéry will serve as an
employee representative on the Stellantis Board following the
closing of the merger. Jacques de Saint-Exupéry graduated from the
Bordeaux Business School.
Jacques de Saint-Exupéry has held various
positions within PSA since 1984. Since 2011, he has been working
within the management control team covering the activities of the
corporate finance and treasury department as well as the financial
communication department.
In addition, Jacques de Saint-Exupéry has been
involved in trade-union activity since 2008, including as secretary
of the works council of PSA.
Kevin Scott (Non-Executive
Director)
Kevin Scott will serve as non-executive Director
of Stellantis following the closing of the merger. Kevin Scott is
executive vice president of technology & research, and the
chief technology officer of Microsoft since 2017. Kevin Scott’s
20-year career in technology spans both academia and industry as
researcher, engineer and leader.
Prior to joining Microsoft, Kevin Scott was
senior vice president of engineering and operations at LinkedIn
from 2011 to 2016. Earlier in his career, Kevin Scott oversaw
mobile ads engineering at Google, including the integration of
Google’s acquisition of AdMob. At AdMob, Kevin Scott was
responsible for engineering and operations for the world’s leading
platform for mobile monetization. Before joining AdMob, Scott held
numerous leadership positions at Google in the search and
advertising divisions of the company.
Kevin Scott is the founder of the non-profit
organization Behind the Tech, a member of the Anita Borg
Institute’s board of trustees and a director of The Scott
Foundation.
Kevin Scott holds an M.S. in computer science
from Wake Forest University, a B.S. in computer science from
University of Lynchburg, and has completed most of his Ph.D. in
computer science at the University of Virginia.
Carlos Tavares (Chief Executive
Officer)
Carlos Tavares is currently Chairman of the PSA
Managing Board and will become Chief Executive Officer and
Executive Director of Stellantis following the closing of the
merger. He joined the PSA Managing Board on January 1, 2014 and was
appointed as Chairman of the PSA Managing Board on March 31, 2014.
Carlos Tavares graduated from École Centrale de Paris.
He held various positions within the Renault
Group between 1981 and 2004, before joining the Nissan Group.
Carlos Tavares was appointed Executive Vice President, Chairman of
the Management Committee Americas and President of Nissan North
America in 2009, before being appointed as Chief Operating Officer
of Nissan, a position he held until 2013. Carlos Tavares also
serves as a director of Airbus Holding S.A., and is a member of the
board of directors of the European Automobile Manufacturers’
Association (ACEA).1
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 SEC (including the registration
statement on Form F-4 filed with the SEC on July 24, 2020), the AFM
and CONSOB and PSA’s filings with the AMF.
1 The biography of Carlos Tavares is already
included in the Form F-4, as filed on July 24, 2020, and is
provided here only for purposes of completeness.
- Groupe PSA and FCA announce Stellantis Board membership
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