Fiat Shareholders Approve Reorganization

Fiat SpA shareholders approved a reorganization that opens the way for the Italian car maker that owns Chrysler Group LLC to move its headquarters to the Netherlands, its tax domicile to the U.K. and list its shares in New York, reported The Wall Street Journal.

With Friday's green light from shareholders, Fiat will now merge with a Netherlands-based entity and take the name Fiat Chrysler Automobiles NV, which reflects its 100% control of Chrysler.

The creation of Fiat Chrysler is a career achievement for Sergio Marchionne, the chief executive of Fiat and Chrysler who took over control of Fiat a decade ago and then brought the company back from the brink in part by engineering the takeover of Chrysler.

Mr. Marchionne has long said that to squeeze the maximum benefits out of the marriage of Fiat and Chrysler—which together are the world's seventh-biggest car maker—Fiat had to have access to U.S. capital markets through the New York stock listing. A key part of the executive's plan has also been to have Fiat Chrysler's headquarters in the Netherlands and tax domicile in the U.K.

With Fiat moving its headquarters after 115 years in Turin, the shareholders' meeting became a time of reflection for many of them, who peppered Mr. Marchionne and John Elkann, the Agnelli family scion who is Fiat's chairman, with questions and complaints regarding the move.

One requested a charter flight be made available to shuttle shareholders from Turin to Amsterdam while another lamented the fact that future shareholders' meetings will be held in English. Many expressed concern that Fiat would be turning its back on the country it has called home since 1899.

"Fiat is not leaving Italy, only the holding company will be organized under the laws of the Netherlands," Mr. Marchionne said. He added that there wouldn't be a charter flight for shareholders' meetings, but that they would be broadcast live.

To meet British requirements allowing its tax domicile in the U.K., Mr. Marchionne and other executives will have offices in London, where future board meetings are scheduled to take place.

The listing on the New York Stock Exchange is slated for the first half of October.

A clause in the merger document gives Fiat shareholders who voted against the tie-up the right to sell their shares to the company at €7.73 a share. Fiat shares traded at €7.24 at the time of the vote. Fiat bond holders also have the right of withdrawal. Fiat has set a maximum payout of €500 million ($669.5 million) to reimburse shareholders' and bond holders who tender their stock. If that amount is exceeded, the reorganization creating Fiat Chrysler will be nullified.

Fiat shareholders holding 8% of the company's stock voted against the motion at Friday's shareholders' meeting. Those shareholders have 15 days after the results of the meeting are registered, which is expected to be on August 4 or 5, to tender their shares while bondholders have 60 days to sell back their bonds.

About 5% of the total share capital would have to tender its shares by mid-August to reach the €500 million figure, but at that point Fiat could still have a way to complete the creation of FCA. Should the share price rebound and exceed the withdrawal price before the 60-day tender period for bondholders has expired, Fiat could sell previously tendered shares back to other shareholders to lower its payout below the €500 million maximum.

"I'm confident this will go through and if it doesn't we'll try again at a later date," Mr. Marchionne said at a press conference following the shareholders' meeting. "I'm patient and I have no problem waiting the 60 days to see how this plays out."

People's Bank of China deposited 2% of Fiat's share capital at the shareholders' meeting, making the Chinese bank the car maker's fifth-biggest shareholder. It was not immediately known how the Chinese bank—which also owns 2.1% each of Eni, Italy's largest oil company, and Enel, the country's dominant utility—voted its shares at the Fiat meeting. The Agnelli family is Fiat's largest shareholder, with a 30% stake.

Fiat and Chrysler sold 4.4 million vehicles combined last year, an amount forecast to jump to 7 million in 2018, according to an ambitious business plan released by Fiat in May.