Ferrari NV (RACE) is Now Separated from Fiat Chrysler Automobiles (FCAU)


Fiat Chrysler Automobiles N.V (NYSE: FCAU) (MTA: FCA) completed the separation of Ferrari N.V. (NYSE/MTA: RACE) from the FCA Group on Sunday, January 3, 2016.

According to the automaker, the shareholders of Fiat Chrysler Automobiles will receive one common share of Ferrari for every 10 FCA shares they owns.

The holders of the mandatory convertible securities of Fiat Chrysler Automobiles will receive 0.77369 common shares of Ferrari for each MCS unit of $100 in notional amount.

After the separation, there will be 188,923,499 outstanding common shares of Ferrari. The issued common shares in the capital of Ferrari are 193,923,499.

Additionally, the shareholders of Fiat Chrysler Automobiles participating in its loyalty voting program will receive one special voting share of Ferrari for every ten FCA special voting shares held.

There are 56,497,618 outstanding and issued Ferrari special voting shares following the completion of the separation.  The special voting shares are not listed and cannot be traded, according to the automaker.

The common shares of Ferrari will continue to trade on the NYSE under the ticker “RACE” and will trade under the new CUSIP N3167Y103 starting January 4.

Furthermore, the Ferrari common shares will begin trading on the Mercato Telematico Azionario (MTA) under the ticker RACE and the ISIN code NL0011585146 on January 4.

Ferrari largest shareholders

Last month, the two largest shareholders of Ferrari—Exor SpA, the holding company of the Agnelli family and Piero Ferrari—who own nearly 50% of the voting rights, signed an agreement to protect the Italian sports-car manufacturer from unwanted takeovers.  The agreement takes effect following the separation.

Exor is the largest shareholder of Ferrari with 24% stake and 33.4% voting rights while Mr. Ferrari owns 10% stake and 15.4% of the voting rights after the spinoff. Both control almost 49% voting rights.

Under the agreement, if Mr. Ferrari decided to sell his stake to a third party, Exor has the right to buy his shares at the price, which he might receive from a potential buyer.

On the other hand, if Exor wants to sell its stake, Mr. Ferrari has the right to make the first offer to buy. Exor may accept or reject his offer.

Exor Chairman and CEO John Elkan previously stated that both families signed the agreement to guarantee Ferrari’s stability, strength, and uniqueness in the future.

Fiat Chrysler’s new COO Systems and Casting assumes role

Meanwhile, Richard Palmer, the new Chief Operating Officer (COO) Systems and Casting at Fiat Chrysler Automobile, assumed his position on January 1. He is reporting directly to Sergio Marchione, the CEO of the automaker.

Fiat Chrysler Automobiles appointed Mr. Palmer last month. He also retained his responsibilities as CFO and member of the Group Executive Council of the automaker.