Fiat-Chrysler merger still on track despite litigation, Marchionne says
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PARIS (Reuters) -- Plans for Fiat S.p.A. to merge with Chrysler Group LLC will not be affected by a lawsuit over the price Fiat is to pay for an additional 3.3 percent stake in the U.S. automaker, Sergio Marchionne, CEO of both Fiat and Chrysler, said on Thursday.
Fiat now owns 58.5 percent of Chrysler. While Marchionne said that the plans for a full merger are on track, he did not specify the timing. Previously, he has said he wants the two companies to be merged by 2014.
Marchionne said the dispute over how much Fiat should pay for another 3.3 percent of Chrysler from a union-affiliated retiree healthcare trust known as the VEBA is "completely separate" from talks to buy up all of Chrysler.
Marchionne said he was not sure when a Delaware court in the United States would rule on the lawsuit Fiat filed on Wednesday against the VEBA.
"There is no court date yet, that's not up to us," he said during a news conference at the Paris auto show. "But I think it will be soon."
Transaction price
Fiat wanted to pay $139.7 million (108 million euros) for the stake in Chrysler, a figure reached by using a formula set up when Chrysler emerged from bankruptcy in 2009, according to court documents filed on Wednesday.
The VEBA is looking to maximize the value of its Chrysler stake to cover escalating healthcare costs for the automaker's UAW retirees.
Fiat, which owns 58.5 percent of Chrysler, claims the healthcare trust was obligated on July 11 to sell 3.3 percent of the company, according to the lawsuit filed with the Court of the Chancery of Delaware.
As part of the 2009 agreement with the U.S. Treasury as Chrysler emerged from bankruptcy, Fiat is able to exercise call options to purchase portions of the stake held by the healthcare trust.
On July 3, Fiat told VEBA and the U.S. Treasury it would exercise the option to purchase 3.3 percent of Chrysler, to be delivered on July 11.
"At no time has the VEBA disputed that Fiat has the right to exercise its call options to purchase Chrysler membership units," Fiat said in the 11-page court filing. "Instead, the dispute between the parties relates solely to the appropriate price to be paid by Fiat."
Resolved swiftly?
Fiat said in a statement issued in Italy, "While it is unfortunate that we were unable to resolve the issue without the assistance of the courts, we are hopeful the matter will be resolved swiftly."
VEBA officials declined to comment on the lawsuit. Brock Fiduciary Services, which manages the VEBA's Chrysler stake, could not be reached for comment.
Fiat, acting in the lawsuit through its unit Fiat North America LLC, said that a specific formula for setting the price of the transaction was set up in a 2009 agreement with the U.S. Treasury.
Fiat said it needed the court's assistance "in the application of a specific pricing formula which was agreed in 2009 and as such unrelated to the value of Chrysler today."
In 2009, Fiat was the stronger of the two automakers but due largely to the economic crisis in Europe, those roles have been reversed. In July, Fiat reported a second-quarter loss of 246 million euros ($318 million) while Chrysler reported a profit of $436 million (337 million euros) and said it would show a 2012 operating profit of at least $3 billion (2.32 billion euros).
When Chrysler emerged from its government-sponsored bankruptcy in 2009, Fiat owned 20 percent of the new company and took management control.
Since then, it has increased its ownership, in part by meeting requirements set by the U.S. government in 2009, including increasing sales outside its stronghold of North America and producing a highly fuel-efficient car.
Chrysler also paid back loans from the U.S. and Canadian governments six years early and exercised options to increase ownership.
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