Chrysler 2014 Annual Report Download - page 262

260 2014 | ANNUAL REPORT
Company Financial
Statements
Notes to the Company
Financial Statements
Notes to the Company Financial Statements
PRINCIPAL ACTIVITIES
On January 29, 2014, the Board of Directors of Fiat approved a proposed corporate reorganization resulting in the
formation of Fiat Chrysler Automobiles N.V. (“FCA” or the “Company”) as a fully integrated global automaker. The
Board determined that a redomiciliation into the Netherlands with a listing on the NYSE and an additional listing on
the Mercato Telematico Azionario (“MTA”) would be the structure most suitable to Fiat’s profile and its strategic and
financial objectives. FCA principal executive offices were established in London - United Kingdom.
The principal steps in the reorganization were:
Fiat Chrysler Automobiles N.V. was incorporated as a public limited liability company (naamloze vennootschap)
under the laws of the Netherlands on April 1, 2014 under the name Fiat Investments N.V.,
on June 15, 2014 the Board of Directors of Fiat approved the merger plan and,
at the extraordinary general meeting held on August 1, 2014, the shareholders of Fiat SpA (“Fiat”) approved the
merger which became effective on October 12, 2014.
FCA financial statements are prepared in euros, the Company’s functional currency.
The Statements of Income and of Financial Position and Notes to the Financial Statements are presented in million of
euros, except where otherwise stated.
As parent company, FCA has also prepared consolidated financial statements for FCA Group for the year ended
December 31, 2014.
The FCA Merger
As reported above, on June 15, 2014, the Board of Directors of Fiat approved the terms of a cross-border legal
merger of Fiat into its 100 percent owned direct subsidiary Fiat Investments N.V. (the “Merger”), subject to several
conditions precedent. At that time, Fiat ordinary shares were listed on the Mercato Telematico Azionario (“MTA”)
organized and managed by Borsa Italiana S.p.A, as well as Euronext Paris and Frankfurt stock exchange. On October
7, 2014, Fiat announced that all conditions precedent for the completion of the Merger were satisfied:
Fiat shareholders had voted and approved the Merger at their extraordinary general meeting held on August 1,
2014. The New York Stock Exchange (“NYSE”) had provided notice that the listing of Fiat Chrysler Automobiles
N.V. common shares was approved on October 6, 2014 subject to issuance of these shares upon effectiveness of
the Merger. On the same day Borsa Italiana S.p.A. had approved the listing of the common shares of Fiat Chrysler
Automobiles N.V. on the MTA,
the creditors’ opposition period provided under the Italian law had expired on October 4, 2014, and no creditors’
oppositions were filed,
exercise of the Cash Exit Rights by Fiat shareholders resulted in a total exercise of 60,002,027 Fiat shares,
equivalent to an aggregate amount of €464 million at the €7.727 per share exit price, and
pursuant to the Italian Civil Code, a total of 60,002,027 Fiat shares (equivalent to an aggregate amount of €464
million at the €7.727 per share exit price) were offered to Fiat shareholders not having exercised the Cash Exit
Rights. On October 7, 2014, at the completion of the offer period, Fiat shareholders elected to purchase 6,085,630
shares out of the total of 60,002,027 shares for a total of €47 million; as a result, concurrent with the Merger,
on October 12, 2014, 53,916,397 Fiat shares were canceled in the Merger with a resulting net aggregate cash
disbursement of €417 million.