Current Fiat shareholders will receive one share FCA for each Fiat share they now hold. For tax purposes FCA is expected to be domiciled in the United Kingdom.
The new company will adopt a “loyalty voting structure” under which existing Fiat shareholders who will vote on the new structure and who hold their shares until the swap closes will be “eligible to receive special voting shares equivalent in number to the newly-issued FCA common shares they receive.” Shareholders who hold their shares for at least three years after the closing will also be eligible to participate in the loyalty voting structure. According to the press release:
FCA shareholders will be eligible for loyalty voting until they transfer their common shares. This structure is intended to facilitate a stable shareholder base and reward long-term share ownership, while allowing the Group enhanced flexibility to pursue strategic opportunities.
Fiat expects the transaction to close by the end of 2014.
In a related announcement, Chrysler Group said it will issue $2.7 billion in senior secured debt and begin to market an additional $2 billion in senior secured term loan facilities to pay for the minority stake it recently acquired from the UAW pension fund.
The new company also will adopt a new logo before the reorganization is completed.
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