Fiat-Chrysler Said to Plan Primary NY Listing, U.K. Base

Fiat SpA Chief Executive Officer Sergio Marchionne plans to propose to the carmaker’s board that the New York Stock Exchange be the primary market for shares of the company created from a merger with Chrysler Group LLC, people familiar with the matter said.

At a board meeting next week, Marchionne is due to recommend making Milan as the secondary listing, said the people who asked not to be identified because the discussions are private. The CEO of both Fiat and Chrysler also aims to have a fiscal domicile in the U.K. for tax purposes, while the headquarters could be located elsewhere, they said.

Fiat, which gained full control of Chrysler earlier this week after buying the remaining 41.5 percent holding, intends to decide on details of a merger on Jan. 29. Marchionne has run the Auburn Hills, Michigan-based carmaker, since it emerged from a U.S. government-backed bankruptcy restructuring in 2009. Fiat declined to comment on integration plans ahead of the meeting.

“Ultimately, it’s a very rational decision,” said Erich Hauser, a London-based automotive analyst at International Strategy & Investment Group. “Going to the U.S. is reflective to the reality of this business and, ultimately, in the best interest when it comes to borrowing” needs.
The shares gained as much as 34 cents, or 4.5 percent, to 7.76 euros and traded up 3.7 percent as of 11:52 a.m. in Milan. The stock has climbed 63 percent in the last 12 months, valuing the automaker at 9.62 billion euros ($13.1 billion).

Reaching Milestone
A primary listing in New York would be a milestone in Marchionne’s decade-long drive to transform Turin, Italy-based Fiat from an embattled regional player into a carmaker with worldwide ambitions. Marchionne, 61, wants to create a manufacturer with the scale to better challenge the likes of General Motors Co. and Volkswagen AG.

Fiat’s board will lay out terms for merging the two carmakers at the Jan. 29 meeting, including the corporate organization and the location of its headquarters and main stock listing, Chairman John Elkann said at a North American International Auto Show press briefing on Jan. 13. The combined company’s name will include Fiat and Chrysler. A three-year business plan will be presented in May.

Institutional Investors
The U.S. has a “large claim” to be the site of the headquarters, Marchionne said at last week’s briefing in Detroit, where he also said he favors New York as the primary listing for the group, which would also be traded on a second stock exchange. A U.K. tax base would mirror a structure that the executive created for CNH Industrial, Fiat’s truck and tractor affiliate. Marchionne has said that Amsterdam-based CNH could be a model for a Fiat-Chrysler combination.
“A listing in the U.S. makes sense, as this allows more flexibility to attract some institutional investors there,” said Christopher Kummer, president of the Institute of Mergers, Acquisitions and Alliances at Webster University in Vienna. “Setting it up in the U.K. however is a very unusual choice. With that regard, I would have looked at other more favorable locations.”
Fiat completed the purchase of the 41.5 percent stake held by a United Auto Workers retiree health-care trust on Jan. 21, giving control of all of the No. 3 U.S. carmaker’s shares. The combination creates the world’s seventh-largest auto manufacturer, according to Marchionne.