The Board of Directors of Fiat Chrysler Automobiles N.V. (NYSE: FCAU) (“FCA”) announced that in connection with FCA’s implementation of a capital plan appropriate to support the Group’s long-term success, it has authorized the separation of Ferrari S.p.A. (“Ferrari”) from FCA. The separation will be effected through a public offering of FCA’s interest in Ferrari equal to 10% of Ferrari’s outstanding shares and a distribution of FCA’s remaining Ferrari shares to FCA shareholders . The Board authorized FCA management to take the steps necessary to complete these transactions during 2015. FCA expects that the Ferrari shares will be listed in the United States and possibly a European exchange.
“I am delighted to have taken this additional step in the development of FCA. Coupled with the recent listing of FCA shares on the NYSE, the separation of Ferrari will preserve the cherished Italian heritage and unique position of the Ferrari business and allow FCA shareholders to continue to benefit from the substantial value inherent in this business” said John Elkann, Chairman of FCA.
FCA CEO Sergio Marchionne added. “Following our acquisition of the minority interest in Chrysler earlier this year, the transformation of Fiat and Chrysler into FCA was completed earlier this month with our debut on the New York Stock Exchange. As we move forward to secure the 2014-2018 Business Plan and work toward maximizing the value of our businesses to our shareholders, it is proper that we pursue separate paths for FCA and Ferrari,” Marchionne continued, “The Board supports management’s determination that this transaction represents FCA’s best course of action to support the long term success of the Group while at the same time substantially strengthening FCA’s capital base.”
The spin-off of Ferrari will be subject to customary regulatory approvals, tax and legal considerations, final approval of the transaction structure from the FCA Board of Directors and other customary requirements.
London, 29 October 2014
Montezemolo quits Ferrari, Fiat CEO Sergio Marchionne to become new Chairman
Luca Cordero di Montezemolo has announced his intention to resign as Chairman of Ferrari with effect from October 13th following completion of Ferrari’s celebration of 60 years in America.
Fiat CEO, Sergio Marchionne, will take over as Chairman of Ferrari
Since 1991, Ferrari achieved significant results under Montezemolo’s chairmanship in terms of both financial performance and its standing in the world of racing. Under his leadership, Ferrari boasted a world-class team and numerous record-setting achievements.
“On behalf of my family and myself, I would like to thank Luca for all he has done for both Fiat and Ferrari”, said Fiat Chairman, John Elkann. He held several key positions with the Group, including serving as Chairman of Fiat from 2004 to 2010, and we shared many challenging but also rewarding moments. Luca leaves us with my most sincere and heartfelt wishes for his future professional endeavors and the hope, I am certain shared by us both, that Ferrari will return to victory very soon.”
“Luca and I were appointed to the Fiat Board of Directors on the very same day back in 2003”, said Fiat CEO, Sergio Marchionne. “One year later, he became Chairman and I became CEO. We worked side by side, sharing concerns, difficulties and successes. As Chairman of Ferrari, he drove the company to a new level of technological and organizational excellence which also brought with it outstanding financial results. Luca and I have discussed the future of Ferrari at length. And our mutual desire to see Ferrari achieve its true potential on the track has led to misunderstandings which became clearly visible over the last weekend. I want to thank Luca for all he has done for Fiat, for Ferrari and for me personally.”
Turin, 10 September 2014
Statement from Ferrari Chairman Luca di Montezemolo
“Ferrari will have an important role to play within the FCA Group in the upcoming flotation on Wall Street. This will open up a new and different phase which I feel should be spearheaded by the CEO of the Group.
This is the end of an era and so I have decided to leave my position as Chairman after almost 23 marvellous and unforgettable years in addition to those spent at Enzo Ferrari’s side in the 1970s.
My thanks, first and foremost, to the exceptional Ferrari women and men from the factory, the offices, the race tracks and the markets across the world. They were the real architects of the company’s spectacular growth, its many unforgettable victories and its transformation into one of the world’s strongest brands.
A warm farewell and my thanks also to all of our technical and commercial partners, our dealers across the globe and, most particularly, the clients and collectors whose passion I so wholeheartedly share.
But my thoughts go also to our fans who have always supported us with great enthusiasm especially through the Scuderia’s most difficult moments.
Ferrari is the most wonderful company in the world. It has been a great privilege and honour to have been its leader. I devoted all of my enthusiasm and commitment to it over the years. Together with my family, it was, and continues to be, the most important thing in my life.
I wish the shareholders, particularly Piero Ferrari who has always been by my side, and everyone in the Company the many more years of success that Ferrari deserves.”
Maranello, 10th September 2014.
Information on compensation due to Mr. Luca Cordero di Montezemolo
In accordance with the provisions of the Remuneration Policy adopted by the Company, the following will be due to Mr. Montezemolo.
Mr. Montezemolo will receive the post-mandate indemnity which he was granted in 2003 and which is described in the Remuneration Report published by the Company (equivalent to five times the fixed annual compensation of € 2,742,000, i.e. in total € 13,710,000, payable in twenty years).
In addition, in consideration also of his commitment not to engage in activities in competition with the Fiat Group during the period to March 2017, Mr. Montezemolo will receive the fixed and variable component of the compensation due until this time which is the end of his original mandate in Ferrari, amounting in total to Euro € 13,253,000, to be paid by January 31, 2015.
Finally Mr. Montezemolo will retain on an interim basis the right to purchase products from Fiat Group with certain facilitations and to benefit from certain services concerning security.
Turin, 10 September 2014