Stichting Club Alfa Romeo Bezitters

Bron: http://yahoo.reuters.com/financeQuoteCo ... 253_newsml


FACTBOX-Fiat's option to sell its car arm to GM
Tue Feb 1, 2005 05:01 AM ET

MILAN, Feb 1 (Reuters) - Fiat on Tuesday entered the last day of a mediation period to find an out-of-court settlement to their dispute over Fiat's option to sell its car arm to GM. Fiat has said it may exercise the option from Wednesday, raising the prospect of a long legal battle.

Here are some key facts about the put option:

WHAT IS THE PUT OPTION?

-- The put is part of a deal signed in 2000 when GM bought 20 percent of Fiat Auto in exchange for 6 percent of GM's shares, then worth $2.4 billion. Fiat has since sold the GM shares and GM has written down its stake in Fiat Auto to zero.

-- The terms of the deal said Fiat could sell its stake in Fiat Auto to GM between Jan. 24, 2004 and July 24, 2009. In 2003, Fiat and GM shifted the exercise period back by one year. On Jan. 24, Fiat said it would wait at least until Feb. 2, 2005 to exercise the put.

-- The 2000 Master Agreement established joint ventures between Fiat and GM in purchasing and powertrain development.

-- GM won the Fiat Auto deal at the expense of rival DaimlerChrysler which wanted to buy 100 percent of the Italian carmaker. Fiat patriarch Gianni Agnelli, who died in 2003, did not want to cede control.

WHAT IS THE PROBLEM?

-- GM argues that Fiat breached the terms of the Master Agreement by changing the parameters of Fiat Auto when it sold 51 percent of its financing arm Fidis and pumped 3 billion euros ($3.9 billion) into Fiat Auto. GM refused to take part in the recapitalisation, and its stake in Fiat Auto was diluted to 10 percent.

-- Fiat says the recapitalisation was required by law and that a call option to buy back Fidis means that the parameters have not changed and the put is valid.

-- Fiat Chief Executive Sergio Marchionne says the possibility of selling Fiat Auto to GM was the reason Fiat agreed to restrictions on forging other partnerships. He wants to strike new deals to help Fiat Auto out of crisis.

-- GM is loath to take on another unprofitable carmaker when it is still struggling to drag its European arm into the black and it battles high U.S. healthcare and pension costs.

-- Fiat is Italy's largest private employer. The government and unions fear GM would shut factories and cut jobs. It would be a psychological blow for Italy to lose the icon of its post-war industrial boom and economic revival.

WHAT IS THE MEDIATION PROCESS?

-- Under the Master Agreement, any dispute must be presented to the CEOs of GM and Fiat, who must meet within 20 business days to defuse the problem. They then have 10 working days to settle the spat, after which they can take the issue to court.

-- A mediation phase agreed by both companies to seek an out-of-court settlement is due to end on Feb. 1.

-- The Master Agreement is governed by New York State laws. Any case would be heard by the U.S. District Court in Manhattan.



HOW WOULD THE PUT WORK?

-- Fiat informs GM it is exercising the put. The groups have 10 days to agree the value of Fiat Auto between themselves.

-- If they cannot agree, four investment banks -- two appointed banks and two independent banks -- have 20 days to value the company.

-- If the appointed banks' estimates are within 15 percent of each other, the put price is set by averaging them out.

-- If they are not close enough, the one furthest from the average of the two independent estimates is discarded. The remaining three are averaged out to set the price.

-- Once the price is set, Fiat can decide not to exercise the put. It has two chances to use the option.

-- If GM pays for Fiat Auto in shares, it pays the whole sum at closing. If GM pays in cash, it pays 25 percent up front, with the rest covered by a freely transferable promissory note with interest. It can also pay with a mixture of cash and stock.

-- Analysts have said Fiat Auto has no equity value so GM would not have to pay cash or stock but simply assume its debt of about 8.5 billion euros.

-- GM has said that if it paid cash, it could pay in four instalments over three years and would finance the deal from operating cash flow or financing activities.

-- GM would have to consolidate Fiat Auto's financial statements unless it was liquidated or declared insolvent.



WHAT WOULD HAPPEN THEN?

-- An appendix to the Master Agreement shows Fiat would still have a say in Fiat Auto and would continue to benefit from its business after any sale.

-- For five years GM would have to consult Fiat's CEO over the appointment of Fiat Auto's CEO. Fiat Auto executives would sit on GM's global, European and Latin American strategy boards.

-- GM would have to keep Fiat Auto's headquarters, brand management centres and a major research and development centre in Turin for five years after buying the company.

-- Fiat Auto would have a say in its own restructuring for two years after the sale.

-- Fiat would decide the terms of leasing its name to Fiat Auto and whether the licence would bear royalties or not.

-- Fiat Auto would have to continue buying the same types and quantities of components and equipment from Fiat-owned Magnetti Marelli, Teksid and Comau for five years after the put is closed. GM will also have to consider using the Fiat firms for its own business.__________________

Ik weet niet of dit klopt: http://www.channelnewsasia.com/stories/ ... 72/1/.html

Historie:

For GM and Fiat, A Messy Breakup Could Be in Works

By GABRIEL KAHN in Turin, Italy, STEPHEN POWER in Frankfurt and ALESSANDRA GALLONI in Milan
January 24, 2005

TURIN, Italy – Nearly five years into a partnership they once touted as made in heaven, General Motors Corp. and Fiat SpA are in tense talks about a possible breakup that could further batter their finances and reverberate across the auto industry.

Despite months of negotiations, the two sides remain miles apart on the major sticking point: a put option that could force GM to buy the 90% of Fiat's ailing, debt-laden auto unit that GM doesn't already own. Fiat's chief executive, Sergio Marchionne, has stated repeatedly that he has the right to exercise the put beginning today, when a so-far unsuccessful mediation process expires.




The situation is even more dire for Fiat, an Italian industrial icon that also owns businesses such as Iveco trucks, CNH farm equipment and Ferrari sports cars. Fiat Auto's operating losses for 2004 are expected to total around $1.3 billion. With Fiat Auto burning through cash rapidly, the put option has emerged as a potential lifesaver for Mr. Marchionne, a turnaround specialist who arrived at the Italian auto maker in June following a management shakeup. He has made resolving the issue his top priority and forced GM into a tense set of negotiations.

People close to Mr. Marchionne say he hopes to force GM to pay handsomely to get out of the obligation, thus buying Fiat some time. But the price would have to be high -- in excess of nearly $2 billion -- to provide the car unit the 18 months of extra cash needed to tide it over as it tries to bring important new models to the marketplace.

Fiat Auto is running on fumes. In a rapidly consolidating industry of global giants, it is caught in a trap of high fixed costs and shrinking market share. Fiat SpA reports that without a payment from GM, the conglomerate's current cash and cash equivalents will last only between 13 months and 20 months.

----[EDIT]----

Fiat rose to prominence in the '50s and '60s, when it could claim dominance of the Italian market. Its owners, the Agnellis, were powerful and fashionable figures, hobnobbing with the likes of the Kennedys. As the market liberalized in the 1990s, Fiat's clunky sales network and laggard technology left it unprepared to handle the flood of competition. When GM and Fiat linked up in the boom year of 2000, neither believed things would ever get so ugly.

But the alliance was fraught with fissures. Shortly after the deal was announced, in March 2000, Gianni Agnelli, longtime patriarch of the Agnelli clan, revealed that he had turned down an $11 billion offer to sell the entire car unit to DaimlerChrysler. Selling only 20% to GM, he thought, would allow him to retain control of the business his grandfather had founded in Turin more than a century earlier -- saving the family honor and the Italian character of Fiat.

Other members of the family, including Mr. Agnelli's younger brother, Umberto, disagreed. They no longer felt duty bound to keep Fiat in Italian hands -- especially if doing so risked the family's own fortune. They also faced the serious prospect that Fiat Auto would be unable to achieve the scale and financing to survive in the global auto industry.

Still, both companies acted as if they had just sealed a love match. GM held a lavish event that June at Palazzo Arzaga, a 15th-century monastery in northern Italy converted into a modern-day resort, to outline its global strategy for analysts and journalists. Fiat's then-chairman, Paolo Fresco, landed in a helicopter to join Mr. Wagoner and other GM brass to extol the partnership. Senior GM executives had driven Ferraris around Fiat's test track several days earlier. The put option, Fiat executives emphasized, was merely an insurance policy, something Fiat never expected to use.

But inside Fiat's Turin headquarters, "the crisis was evident," says Mario Rosso, a former Fiat executive who headed human resources and ran the government liaison office in Rome. The company was hobbled by slow product rollouts, high costs and slow decision-making, he says, "but these issues hadn't fully expressed themselves on the books yet."

Moreover, General Motors never grasped the complexity of Fiat Auto, and the tactics it used to prop up sales in its most important market of Italy, according to Mr. Rosso. Fiat Auto relied on the government to offer frequent tax breaks for trading in used cars for new ones. This helped pump up sales, but foreign competitors were barreling into Italy with cheaper cars and stronger sales networks. And the Italian government no longer doled out favors the way it once had.

GM "did a classic financial due diligence, when in reality, the situation was much more complicated, and required understanding the strategic, political and social situation of the company," says Mr. Rosso.

Nor did GM fully understand how provincial Fiat's corporate culture was. In the late 1990s, 80% of Fiat's top management came from the Piedmont region in Italy's northwest. At board meetings top managers would sometimes speak in the local dialect, recalls Mr. Rosso.

Meanwhile, disastrous decisions began to haunt Fiat Auto. Gianni Agnelli, who died in 2003, had been smitten with creating a "world car" -- a single model to sell around the world. So, Fiat poured money into expanding global production. It vowed that its world car, the Palio, would sell one million vehicles a year; it is only now reaching 400,000 vehicles a year. In 2001, Fiat bet heavily on one model -- the Stilo -- to boost margins. Consumers found the car too bulky and loaded with gadgets they didn't want to pay for. It flopped.

By the end of 2002, Fiat Auto was out of gas and sucking cash from the group's truck and tractor units. Desperate, the group put many of the unit's best assets up for sale. It also sold off its stake in GM to raise cash. The government, worried about the social repercussions should Fiat go bankrupt, lined up banks to extend the group nearly $4 billion in new loans, convertible into equity. After some hesitation, the Agnellis agreed to crack open the family treasure chest and kick in about $325 million for a recapitalization.

GM, asked to pitch in, stayed out, and its 20% stake in Fiat Auto was diluted to 10%.

As Fiat Auto skidded, the put option swelled in importance. Fiat's calculation: With the put, it could force GM to pay up to free itself from the obligation to buy the Italian auto unit. Fiat struck up negotiations with GM about how to cancel the put option for cash.
But negotiations went nowhere because of disarray in Fiat's senior ranks. The company's worsening finances prompted the Agnellis to run through five CEOs in less than two years. The chairmen changed as well, as Umberto Agnelli took over from Mr. Fresco and then died a little more than a year later.

The music changed abruptly when Mr. Marchionne arrived. An Italian who grew up in Canada, he was an outsider to the insular world of Fiat. He was also a hard negotiator who felt no bond to Fiat's storied automotive unit. He quickly seized on the put option as the best solution for tackling the auto unit. The Fiat chief didn't even try to argue that the company's auto unit could be fixed.

"We didn't think he was the kind of guy who was interested in fixing a company that's beyond repair," says Mr. Boyer. "He only perked up when we talked about the put."

Asked about Mr. Marchionne's strategy, Fiat insists that it is executing a turnaround plan that includes rolling out new models, cutting costs and streamlining its decision making. Mr. Marchionne declined to be interviewed for this article.

Hier een verhaal met ongeveer dezelfde strekking: http://www.freep.com/money/autonews/fiat1e_20050201.htm

GM koopt FIAT af. Verhaal kom ik nogmaals tegen en wordt duidelijk dat FIAT niet zal worden overgenomen door GM. Binnenkort kunnen we wellicht verwachten dat VW FIAT Auto voor
een prikkie zal aanschaffen onder meer gunstige voorwaarden .Ben benieuwd wie Alfa Romeo zal overnemen en wat de gevolgen zullen zijn.



Quote:MILAN (AFP) - General Motors has reportedly agreed to pay two billion dollars (1.5 billion euros) to the Italian industrial conglomerate Fiat if it will abandon its option to sell Fiat Auto to the US automaker, the RadioCor news agency reported, citing sources close to the affair.

Fiat was not expected to comment on the matter before a meeting Tuesday of its executive board.

A GM spokesman in the United States refused to comment on the agency report.

Under an agreement signed in 2000 and revised in 2003 Fiat has the right to sell Fiat Auto to General Motors from January 24, 2005 until July 24, 2010.

But GM, which holds a 10 percent stake in Fiat Auto, insisted that the option was no longer valid since Fiat Auto's recapitalization in 2003 and the sale by Fiat of its automobile credit unit Fidis to a group of banks.

Fiat and GM on January 24 agreed to carry on with mediation efforts to resolve the dispute until February 1. Fiat said it would be entitled to exercise the option on February 2.

For GM the option of acquiring Fiat Auto appeared to be an attractive idea five years ago. But since then Fiat Auto has suffered a financial crisis, running up debts of eight billion euros.

Italian press reports have said Fiat was seeking between one and three billion euros in compensation for abandoning the sales option.

Wat moet VW nou met Fiat Auto? VAG heeft al een heel pallet met merken, en zo te zien daar de handen al vol aan.

Voor DaimlerChrysler misschien een herkansing. Smart en Mitsubishi lopen niet lekker, Fiat kan een lekkere aanvulling zijn in het goedkopere segment.

Maar Fiat zal eerder via allianties (Peugeot?) proberen het hoofd boven water te houden. Als over 2, 3 jaar de nieuwe modellen geen redding hebben gebracht is een overname (of faillisement) naar het zich laat aanzien onvermijdelijk.

Zullen we met zijn allen eens een bod doen??

Kijken hoever we komen? Wordt alles tenminste weer RWD.

Volgens mij zit niemand te wachten op de FIAT toko met 8.5 miljard schuld en verliest nog
steeds als een gek iedere dag geld.

Hmm......opties voor verkoop of doorstart: de merken opsplitsen naar andere firma's/groepen??

Dus zoals verkoop: FIAT naar die firma, Alfa naar firma 2 en Lancia euh....firma 3, enz.

Doorstart bijv. Ferrari Maserati Alfa Romeo of zoiets dergelijks.

Zullen we met zijn allen eens een bod doen??

Kijken hoever we komen? Wordt alles tenminste weer RWD.

HAHA

het is te proberen..... Even sponsors zoeken

Misschien zijn er nog een paar Chinezen die interesse hebben.

Rover/MG is inmiddels in Chinese handen, zo krijgen ze hier een voet tussen de deur.

Typisch, de redenatie van Agnelli, een gigabod van Daimler Chrysler afwijzen.
Bij zakendoen in Italië is me meermaals opgevallen dat men soms erg emotionele keuzes maakt. Bedrijven gaan ook zelden onderling allianties aan, omdat het vertrouwen ontbreekt, terwijl een buitenstaander voor 90% voordelen ziet bij een deal, fixeren zij zich op de 10%.
Zo blijft het wel spannend...

Nog maar wat cijfers bij elkaar ge'GOOGLE'd .....

Fiat Auto staat $10.4 miljard in het rood (http://www.freep.com/money/autonews/tic ... 050125.htm)
en zorgt voor 50% van de omzet van Fiat (http://www.autointell-news.com/european ... /fiat1.htm)

Q2 van 2004 : verlies van 282 miljoen...
Q3 van 2004 : verlies van 270 miljoen...

Moet alleen nog even zoeken naar het aandeel van Alfa Romeo in de omzet/winst van Fiat Auto. Weet jij dat, Bert ?

De mafia moet Alfa overnemen. Is in geld gerekend de grootste bedrijfstak van Italië.
Ik hoop op Ferrari, Maserati, maar helaas staan er in tegenstelling tot veel andere internationale bedrijfstakken bij de automotive geen bedrijven met zakken geld langs de zijlijn.
Afwachten en hou ons op de hoogte Bert !

See you in court...

De mediation-periode is ten einde, de standpunten zijn ongewijzigd gebeleven, bericht de Corriere. Gevecht gaat nu mogelijk in de rechtszaal voortgezet worden.

Dat nieuws deed de aandelen vanochtend geen goed. Kan FIAT er nog meer gaan uitgeven....

De mafia moet Alfa overnemen. Is in geld gerekend de grootste bedrijfstak van Italië.

misschien geen gek idee hoe zou trouwens een maFiat rijden???