S&C Advises Fiat Chrysler Automobiles in $60 Billion Merger with Peugeot

January 25, 2021

The merger between long-time S&C client Fiat Chrysler Automobiles N.V. and Peugeot S.A. became effective on January 16, creating Stellantis N.V., the world's fourth-largest automobile manufacturer by volume. Stellantis's common shares began trading on Euronext in Paris and the Mercato Telematico Azionario in Milan on January 18 and on the New York Stock Exchange on January 19. The combination brings together a complementary and iconic brand portfolio in all key vehicle segments from luxury, premium, and mainstream passenger cars through to SUVs and trucks and light commercial vehicles.

The completion of the merger followed registrations and approvals with securities regulators and stock exchanges in the United States, the Netherlands, France and Italy, clearances obtained from over 20 antitrust authorities, foreign investment approvals in the United States, Italy and France, and approvals by the European Central Bank and over 20 other financial supervision regulators. S&C advised FCA, and coordinated the advice of local counsel, on all M&A, governance, corporate, tax, antitrust, benefits and regulatory aspects of the transaction.

The Firm has represented FCA and its predecessors on a range of matters for decades, including Fiat's successful effort in 2004 to terminate its partnership with General Motors enabling Fiat to focus on its own industrial recovery. The Firm also helped Fiat in the government sponsored rescue of Chrysler during the financial crisis, and over the past decade has handled over $25 billion in financings, acquisitions, divestitures and a range of controversies and governmental investigations.

The multi-national S&C team representing FCA was led by Scott Miller and included Olivier de Vilmorin (Paris), European counsel Oderisio de vito Piscicelli (London), Vincent Bourrelly (Paris), and associates Daniel Belke, Costanza Posarelli (London), Umberto Hassan (London) and Nicolas Karmin (Paris). Davis Wang and associate Jameson Lloyd advised on U.S. tax matters. In Paris, Gauthier Blanluet, Nicolas de Boynes and associate Alexis Madec advised on French tax matters. European counsel Andrew Thomson (London) advised on UK tax matters. Jeannette Bander advised on executive compensation and benefits matters. In London, Juan Rodriguez, European counsel Axel Beckmerhagen and associate Suzanne Marton (London) advised on EU and other non-U.S. antitrust and competition law matters. Steven Holley, Brad Smith and special counsel Eric Queen advised on U.S. antitrust matters. Chris Mann and Eric Kadel advised on CFIUS-related matters. Vanessa Blackmore (London) and Konstantin Technau (Frankfurt) advised on European financial regulatory matters. Nader Mousavi and special counsel Mark Schenkel advised on intellectual property matters. Matthew Brennan advised on environmental matters.