MILAN — Fiat Chrysler Automobiles’ merger with PSA Group will include a loyalty plan for long-term investors in the new group that will help prevent future takeover attempts, the tie-up’s prospectus shows.
In December, FCA and PSA agreed to combine in a $38 billion all-share deal, uniting brands such as Fiat, Jeep, Dodge, Ram and Maserati with Peugeot, Opel, Citroen and DS under the name Stellantis.
Shareholders who hold shares of Stellantis for an uninterrupted period of at least three years may receive a special voting share in addition to each common share, the companies said in the prospectus.
Such a move could help concentrate Stellantis’ voting power in a small number of shareholders, making management changes and takeover attempts more difficult, they said.
Stellantis will have a Dutch-domiciled parent company and its shares will be listed in Paris, Milan and New York.
Shareholders are scheduled to vote on the merger Jan. 4.
Loyalty programs are common for companies in the Netherlands and have already been used by Exor, the holding company of Italy’s Agnelli family and FCA’s controlling shareholder, not least during the spin-off of Ferrari, boosting Exor’s grip on the supercar maker.
The companies said in the prospectus that each may terminate the tie-up agreement if the merger is not completed by June 30, 2021 due to a failure to obtain the necessary regulatory approvals.
PSA and FCA have filed the merger plan with antitrust authorities in 21 countries and the European Union. To date, they have obtained a green light from 15 countries and a preliminary okay from Brazil that becomes final next week.
The EU is also expected to authorize the merger, sources have said.