Combining Fiat and Chrysler will be done by forming what's called Dutch NewCo to own the automakers, then renaming it Fiat Chrysler Automobiles N.V.
That would seem to make it a Netherlands company, but it wiil be considered a U.K. company for tax purposes. Its stock also will trade on the Milan exchange.
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Neither Chrysler headquarters in Auburn Hills, Mich., not Fiat h.q. in Turin, Italy, was named the pricipal h.q. That prickly issues remains to be settled. Switching to the U.S. would cause a firestorm of controversy in Italy, where Fiat is the largest private employer.
Nor would it be cheered if the main h.q. were moved overseas.
CEO Sergio Marchionne likes to say the h.q. is on an airplane. He travels between the two countries often, sleeping on planes during the trips.
The company's top exeuctives are similarly eclectic, and maintain offices in Auburn Hills, Turin and other cities around the globe.
FCA says it will keep major research, engineering and financial operations in Turin, as well as at Auburn Hills.
Describing the new configuration in a conference call, Marchionne several times said it would be able to "move at the speed of light" to take advantage of financial and auto-market conditions, and to move new vehicles into showrooms.
Though Chrysler is healthy and Fiat is losing money -- common in economically foundering parts of Euorpe -- there would be no layoffs in Italy.
Last time Chrysler was taken over by a foreign maker was when Daimler-Benz said it was orchestrating a "merger of equals" with Chrysler in 1998 in a transaction then valued at $37 billion. Daimler CEO Juergen Schrempp later acknowledged that was false.
In a 2000 interview with the Financial Times, he said the deal was b! illed as a merger of equals "for psychological reasons" and that Chrysler actually was a "division" of Daimler.
Daimler beggared the U.S. maker. Cerberus Capital and a group of investors paid Daimler $7.4 billion for 80% of Chrysler in 2007 and the automaker wound up in government-scripted Chapter 11 bankruptcy reorganization in 2009.
Here's how Fiat describes the latest merger in an explanation for analysts: "A satutory reverse merger of Fiat S.p.A. into a wholly owned Dutch NewCo to be renamed Fiat Chrysler Automobiles N.V. (upon closing of merger, N.V. will issue common shares with 1:1 exchange ratio)."
Fiat S.p.a. shareholders can opt out of the new company. They'll be paid for their shares a price equal to the average trading price for six months.
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