Italian carmaker Fiat SpA (FIATY.PK), in its update on the proposed cross border merger to create Fiat Chrysler Automobiles N.V, said that it is nearing completion of the process of determining the number of shares for which cash exit rights have been validly exercised by Fiat shareholders and is preparing for the mandatory offer of such shares to existing Fiat shareholders at the Exit Price.
Fiat stated that it is in the process of completing the matching of notices received with the required certifications from intermediaries. Fiat expects to complete this process and publicly announce the number of shares for which cash exit rights have been validly exercised no later than Thursday September 4, 2014.
Fiat said that, based on the notices and confirmations received, it has determined that the 500 million euros cap has not been exceeded. Fiat has determined that even if all remaining unmatched notices and unmatched confirmations were to be matched, the maximum number of shares for which cash exit rights have been validly exercised will yield an aggregate exposure that is below the cap.
The period for any creditor oppositions to be submitted will expire on October 4, 2014. Fiat believes that any risk of prejudice to creditors is unfounded, and therefore does not expect the creditors' opposition process will prevent the timely closing of the Merger on or about the middle of October, 2014.
As previously indicated, in order to exercise cash exit rights, eligible shareholders must have sent written notice to Fiat by registered mail no later than August 20, 2014, indicating the number of Fiat shares for which cash exit rights were being exercised and naming the intermediary with which the shares were deposited.
The intermediary was also required to certify that the shareholder held the shares prior to the extraordinary meeting of shareholders or EGM and continued to do so through the date of such certification, by sending a certified email to the company no later than August 22, 2014.
As a condition precedent, the total amount payable to shareholders exercising cash exit rights and to creditors exercising opposition rights in respect of the Merger may not exceed a 500 million euros cap.
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