Stellantis N.v. · EURONEXT:STLAP
Stellantis — Merger or Acquisition (December 2019)
27 slides from Stellantis's merger presentation, Dec 18, 2019
Slide 1: Proposed Merger: Building a Leader for a New Era in Sustainable Mobility
P RO P O S E D M E RG E R BUILDING A LEADER FOR A NEW ERA IN SUSTAINABLE MOBILITY DECEMBER 18, 2019
Slide 2: Important Notice
I M P O R TA N T N O T I C E By reading the following document, you agree to be bound by the following An offer of securities in the United States pursuant to a business combination limitations and qualifications: transaction will only be made, as may be required, through a prospectus which is part
Slide 3: Safe Harbor Statement
S A F E H A R B O R S TAT E M E N T This document contains forward-looking statements. In particular, these forward-looking exposure to shortfalls in the funding of the Parties’ defined benefit pension plans; the statements include statements regarding future financial performance and the ability to
Slide 4: A Leader for a New Era in Sustainable Mobility
Groupe PSA and FCA aim to create A LEADER FOR A NEW ERA IN SUSTAINABLE MOBILITY • Developing new, leading and clean mobility solutions • Offering best-in-class technologies and services to meet the needs of all customers • Leveraging efficiency and agility on larger volumes • Combining strengths and
Slide 5: Mobility Long-Term Industry Trends
MOBILITY LONG-TERM INDUSTRY TRENDS CREATES OPPORTUNITIES FOR NEW MOBILITY SOLUTIONS Industry Trends COST OF CO2 MOBILITY CHALLENGE MARKET TECHNOLOGY DIVERGENCE BREAKTHROUGH PSA AND FCA PROPOSED MERGER – December 18, 2019 5
Slide 6: Compelling Strategic Rationale
C O M P E L L I N G S T R AT E G I C R AT I O N A L E CREATING A MOBILITY CHAMPION STRENGTHS STRENGTHS • Global class-leading profitability Opportunities • Margins amongst industry leaders in • Solid presence across Europe North America and Latin America • Strong core model strategy Balance global f
Slide 7: Building a Leader for a New Era in Sustainable Mobility
B U I L D I N G A L E A D E R F O R A N E W E R A I N S U S TA I N A B L E M O B I L I T Y BENEFITS FROM COMBINING STRENGTHS AND CORE COMPETENCIES • 4th largest OEM by volume, with balanced global footprint • Robust combined company margins in North America, Europe and Latin America at inception • S
Slide 8: Key Terms
KEY TERMS PROPOSED TRANSACTION STRUCTURED AS 50/50 MERGER Proposed All-stock cross-border merger of Groupe PSA and FCA resulting in a Dutch company (DutchCo) Transaction Structure 50/50 resulting ownership between Groupe PSA and FCA shareholders (1) To achieve 50/50 ownership: Exchange Ratio o Group
Slide 9: Key Terms: Governance Structure
KEY TERMS GOVERNANCE STRUCTURE DESIGNED TO ENSURE DUTCHCO SUCCESS • Chairman: John Elkann, with an initial term of 5 years Governance • CEO: Carlos Tavares, with an initial term of 5 years • Board of Directors initially consists of 11 members, majority of non-executive members will be independent o
Slide 10: Combining Two Global Automotive OEMs
CO MB I NI NG T WO G LO BA L AU TOMOT I V E O E M S CREATION OF 4TH LARGEST AUTOMOTIVE MANUFACTURER BY VOLUME, 3RD LARGEST BY REVENUES 2018 Calendar year global sales, including JVs million units #4 10.8 10.8 10.6 8.7 8.4 7.4 6.0 5.7 5.3 4.8 3.9 3.9 1.2 (1) (2) (1) FCA sales Include sales primarily
Slide 11: Combined Company Financial Strength
C O M B I N E D C O M PA N Y F I N A N C I A L S T R E N G T H COMBINING TWO EFFICIENT AUTOMOTIVE OEMS Adjusted EBIT Margin (3) Year Ended December 31, 2018 6.3% 6.1% 5.4% 4.3% (Excluding Aggregated (1) 3.6% € billion, except as otherwise stated Magneti Marelli) (Excluding Faurecia) (Pre-Synergies)
Slide 12: Financial Position and Liquidity
FINANCIAL POSITION AND LIQUIDITY COMBINED COMPANY TO HAVE STRONG BALANCE SHEET PROVIDING FINANCIA L FLEXIBILITY As of June 30, 2019 Aggregated (1) (Excluding (Pre-Synergies & € billion Magneti Marelli) (Excluding Faurecia) Pre-Dividends) Automotive Net Cash Position 3.3 10.5 13.8 Combined company
Slide 13: Iconic Automotive Brands
I CON I C AU TOMOT I V E B R A NDS WELL-ESTABLISHED BRANDS WITH NATIONAL ROOTS (2) (1) (1) (1) (3) Date Established 1896 1899 1903 1906 1910 1914 1919 1925 1941 2009 2014 (1) Based on first manufactured car (2) Ram separated from Dodge brand in 2009 (3) The first DS car was manufactured in 1955 as a
Slide 14: Broad-Based Portfolio of Brands
BROAD-BASED PORTFOLIO OF BRANDS FULL MARKET COVERAGE WITH SIGNIFICANT PORTFOLIO SYNERGY OPPORTUN ITIES Mainstream Luxury Premium Pass Car/ 2018 Global Sales (2) SUV Truck/LCV CUV/MPV 9% 11% 37% 8% 8.7M units 35% Pass Car UV (1) MPV (1) LCV Truck (1) Multi-purpose vehicles (MPV) and utility vehicles
Slide 15: Complementary Presence in Key Regions
C O M P L E M E N TA R Y P R E S E N C E I N K E Y R E G I O N S COMBINED COMPANY TO HAVE BETTER GEOGRAPHIC BALANCE 2018 Global Revenues 2018 Global Revenues Aggregated (1) 2018 Global Revenues (excluding Faurecia) (Pre-Synergies) (excluding Magneti Marelli) Other – €19B 4% 2% 4% 11% 7% 4% Europe, M
Slide 16: Investment Spending
INVESTMENT SPENDING SYNERGIES TO OPTIMIZE COMBINED SPENDING AND EFFECTIVELY ADDRESS NEW MOBILITY TRENDS Mobility Solutions Connected Car New Energy Vehicle Autonomous Driving Year ended Dec 31 ‘18 € billion 27.4 R&D (Capitalized 13.6 (1) 19.2 & Expense) ~15.0 8.0 14.0 13.5 Normalized 11.0 (1) (2) (1
Slide 17: Merger Synergies
MERGER SYNERGIES ANNUAL SYNERGIES OF ~€3.7B EXPECTED TO BE GENERATED AT STEADY ST ATE An n ual Syn e rgies a t S t e a dy S t a t e • Convergence of vehicle platforms Product Related Expenses • Consolidation~15% of investments on ICE powertrain, 1 ~40% electrification and other technologies (Vehicle
Slide 18: Platform and Powertrain Convergence
P L AT FOR M A N D P OWE RT R AI N CON V E RG E NCE SYNERGIES AND SCALE FROM CONVERGENCE PLANS, AS WELL AS HIGHER PARTS COMMONIZATION P l a tform Vo l u me • Continue to serve all customers needs while FCA + PSA unit volume optimizing number of platforms and at steady state powertrain families > 3 m
Slide 19: Europe CO2 Compliance Plan
E U RO P E CO 2 CO MP L I A NCE P L A N BOTH COMPANIES ON TRACK TO ACHIEVE COMPLIANCE IN 2020 WITH SYNERGIES IN FUTURE YEARS 2020 2 0 2 1 a n d B e yo nd • 2 multi-energy flexible platforms to master market electrification ramp-up • BEV or PHEV version for each new launch beginning in 2019 • 7 PHEV
Slide 20: Enhance Innovation and Development Capabilities
E N H ANCE D I N NOVAT I ON A N D D E V E LOP M E NT C A PA BI L I T I ES COMBINING INTERNAL EXPERTISE WITH PARTNERSHIPS TO DEVELOP LEADIN G MOBILITY SOLUTIONS Mo b ilit y & Au t o nomous D ri v ing C o n nectiv it y • "Autonomous Vehicle for All“ program with focus • Strong focus on connectivity; I
Slide 21: Status and Next Steps
S TAT U S A N D N E X T S T E P S TRANSACTION CLOSING EXPECTED IN 12 – 15 MONTHS • Following unanimous approval of PSA’s Supervisory and Managing Boards, as well as FCA’s Board of Directors, PSA and FCA have signed binding Combination Agreement for 50/50 merger Status • Both parties completed due di
Slide 22: A Leader for a New Era in Sustainable Mobility
Proposed merger would create A LEADER FOR A NEW ERA IN SUSTAINABLE MOBILITY • Well positioned to effectively address new mobility trends o 4th largest OEM with robust combined company margins in North America, Europe and Latin America at inception o Broad and complementary brand portfolio o Strong p
Slide 23: Appendix
APPENDIX PSA AND FCA PROPOSED MERGER – December 18, 2019 23
Slide 24: Complementary Presence in Key Regions
C O M P L E M E N TA R Y P R E S E N C E I N K E Y R E G I O N S COMBINED COMPANY TO HAVE BETTER GEOGRAPHIC BALANCE 2018 Global Unit Sales (1) 2018 Global Unit Sales Aggregated (2) 2018 Global Unit Sales (3) 4% North America – 2.5M 7% Market share: ~12% 12% 29% 5% 8% Europe, 3.9M 8.7M Middle East &
Slide 25: Europe
E U RO P E ENHANCE PSA’S CLASS LEADING PROFITABILITY WITH VOLUME IN KEY SEG MENTS FY 2018 Combined Sales (1, 3) Combined Sales History (4, 5) Key Strengths Sales (000 units) Sales (000 units) PSA and FCA combined are a leading OEM in Europe by market share(3) A 563 4,382 PSA has leading profitab
Slide 26: North America
NORTH AMERICA SOLID PRESENCE IN KEY HIGH MARGIN SEGMENTS WITH ACTIONS TO SUSTA IN PROFITABILITY Pickup Growth Key Product Actions N orth America Profitability White-space Products Renewal All-new 1500 All-new 3-row Grand Grand 1500 Classic Heavy Duty E-SUV Wagoneer Wagoneer Cherokee SOP Q4 ‘20 SOP Q
Slide 27: Latin America
L AT I N A M E R I C A OPPORTUNITY TO FURTHER ENHANCE FCA AND PSA’S POSITIONS IN BRAZIL AND ARGENTINA Brazil Combined Sales History Argentina Combined Sales History FCA’s Sustained Profitability Adjusted EBIT € billion (000 units) (000 units) 1.1 Only OEM to sustain 945 941 984 profitability through