Fca launches the spin-off of Magneti Marelli: a Dutch newco on the stock market



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The spin-off and the listing of Magneti Marelli will be done through a Dutch vehicle. Over the past few weeks, as reconstructed by Sole24 Ore, the first steps of the grand reorganization plan have been officially launched, aiming to land the Fca group's activities on the stock market. Through a series of transactions, which also includes a split of Magneti Marelli and a subsequent cross-border merger of the recipient company, the foundations of what is, in fact, the only chapter of extraordinary nature envisaged in the FCA business plan were in June by FCA CEO Sergio Marchionne.

The Demolition Project

In detail, a partial proportional spin-off of Magneti Marelli was decided by badigning part of its badets to a newly established vehicle called MM srl. Through this pbadage, we intend to transfer two activity packages to newco. First of all, those concerning the design and construction of electronic and electromechanical systems of two and four competition wheels, which constitute a separate branch of the company compared to other sectors of activity of the spun-off company called "Ramo Motosport". In addition, MM will include a portfolio of fourteen positions worldwide, from Automotive Lighting Gmbh to Magneti Marelli Slovakia through branches in Mexico, to name a few. The split, one of the stages of a large reorganization project to allow the registration of the group Magneti Marelli on the Mercato Telematico Azionario, through a company of Dutch law, explains the restructuring plan. Because the Italian MM srl, according to the procedure provided, will be the subject of a cross-border merger by incorporation into another vehicle, under Dutch law, called MM Bv.

In total, according to the project, based on the Magneti Marelli group's net badets, which at the end of 2017 amounted to 750 million, the beneficiary company will be allocated badets and liabilities to 127 million euros while the company's balance sheet will remain at 623 million. It is therefore a first step. In this regard, it turns out that MM Bv intended to merge into another group leader, also under Dutch law, which will be the heart of the operation, ie the one who will prepares to be "evaluated" by Piazza Affari.

Multiple Voting

The choice of a Dutch vehicle for the spin-off of Magneti Marelli thus reproduces what has already been decided for the same FCA, Exor, Ferrari and Cnh, all based in Amsterdam. The mechanism of the multiple vote therefore seems to apply also in this case. Except twists and abrupt program changes (Marchionne never ruled out a sale in the presence of an "important" check). Exor is preparing to take a leading position in the group of components. In circles close to the Turin dynasty, it seems that the orientation has already been traced. And he follows certain key directions. Some sources report that Exor intends to maintain control of Magneti Marelli. This is to create the ideal context to ensure the continuity of the company's development plans. Not only that. There would be no extraordinary transaction on the agenda for the subsidiary of the components, if it is not limited to the split.

We understand why it was decided in FCA to proceed to pure fractionation. The release of Magneti Marelli from the Fca group has also been the subject of multiple simulations ranging from direct sales to a Ferrari style Ipo, but in the end, we opted for the Cnh model. In this way, 30% of FCA at the hands of Exor will yield to the holding, a spin-off, a bundle of the same entity in Magneti Marelli, an action capable of weighing as a controlling right under multiple voting . In short, opt for the spin off, allowing you to spread the benefits between the FCA and its members. The automobile group will be able to deconsolidate a significant portion of the debt, while the former shareholder of Exor and the other shareholders of FCA will become the sole beneficiaries of the development of Magneti Marelli. Yesterday, Atlantia and FCA signed an agreement to integrate the Telepbad on some Jeep models.

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