Chrysler 2015 Annual Report Download - page 243

2015 | ANNUAL REPORT 243
The Merger was completed and became effective on October 12, 2014. The Merger, which took the form of a reverse
merger resulted in Fiat Investments N.V. being the surviving entity which was then renamed Fiat Chrysler Automobiles
N.V.. On October 13, 2014, FCA common shares commenced trading on the NYSE and on the MTA. The last day
of trading of Fiat ordinary shares on the MTA, Euronext France and Deutsche Börse was October 10, 2014. The
Merger is recognized in FCA’s financial statements from January 1, 2014 and FCA, as successor of Fiat, is the parent
company. As the Merger resulted in FCA being the surviving entity, all Fiat ordinary shares outstanding as of the
Merger date (1,167,181,255 ordinary shares) were canceled and exchanged. FCA allotted one new FCA common
share (each having a nominal value of €0.01) for each Fiat ordinary share (each having a nominal value of €3.58). FCA
also issued special voting shares (non-tradable) which were allotted to eligible Fiat shareholders who had elected to
receive special voting shares. On the base of the requests received, FCA issued a total of 408,941,767 special voting
shares (refer to Note 19 Equity within the Consolidated Financial Statements).
Ferrari Spin-off and Discontinued Operations
On October 26, 2015, Ferrari N.V., a subsidiary of FCA, completed its initial public offering (“IPO”) in which FCA sold
10 percent of Ferrari N.V. common shares (“Ferrari IPO”) and received net proceeds of approximately €0.9 billion,
which resulted in FCA owning 80 percent of Ferrari N.V. common shares, Piero Ferrari owning 10 percent of common
shares and public shareholders owning the remaining 10 percent of common shares. The Ferrari IPO was accounted
for as an equity transaction.
In October 2015, in connection with the Ferrari IPO and in preparation for the spin-off of the remaining common shares
of Ferrari N.V.. owned by FCA, FCA carried out an internal corporate restructuring. As part of this reorganization, FCA
transferred its shares of Ferrari S.p.A. to Ferrari N.V. and provided a capital contribution to Ferrari N.V., while Ferrari
N.V. issued a note payable to FCA in the amount of €2.8 billion. This internal restructuring was a common control
transaction and did not have an accounting impact on FCA’s Financial Statements. As a result and in connection with the
transactions in which Piero Ferrari exchanged his shares in Ferrari S.p.A. for Ferrari N.V. shares, FCA paid €280 million to
Piero Ferrari as consideration for the dilution of his share value due to the issuance of the €2.8 billion note payable.
On December 3, 2015, an extraordinary general meeting of FCA shareholders was held, whereby the transactions
intended to separate FCA’s remaining ownership interest in Ferrari N.V. and to distribute that ownership interest to
holders of FCA shares and mandatory convertible securities were approved. The transactions to separate Ferrari N.V.
from the Group were completed on January 3, 2016 (as referenced in Note 32 to the Consolidated Financial Statements).
As the spin-off of Ferrari N.V. became highly probable with the aforementioned shareholders’ approval and since
it was available for immediate distribution at that date, the results of Ferrari have been excluded from continuing
operations, and are shown as a single line item in the Profit from discontinued operations line item for the year ended
December 31, 2015 and 2014.