Peugeot SA

Event Publicly Available Information:

Is Stellantis NV the Successor to Peugeot SA as a result of the merger of Peugeot SA into Fiat Chrysler Automobiles N.V. which subsequently changed its name to Stellantis NV?

The Eligible Market Participant that submitted this question noted that:

-        according to a press release of Peugeot S.A. and Fiat Chrysler Automobiles the merger between Peugeot S.A. and Fiat Chrysler Automobiles N.V. became effective on 16 January 2021. (see https://www.fcagroup.com/en-US/media_center/fca_press_release/FiatDocuments/2021/January/
and https://archives-media.stellantis.com/en/merger-fca-and-groupe-psa-has-been-completed)

-        the draft merger terms are available and provide at recital (B): “In accordance with this Merger Proposal, as at the Effective Time (i) PSA will be merged with and into FCA and will cease to exist as a stand-alone entity, while (ii) by operation of Law, FCA, as the surviving entity, will acquire all assets and assume all liabilities, rights, obligations and other legal relationships of PSA.” (see https://www.fcagroup.com/en-US/investors/events/FCA_PSA_Merger/Cross-Border_Merger_Terms.pdf)

-        the prospectus dated November 20, 2020 in respect of the application for listing and admission to trading on the Mercato Telematico Azionario of up to 1,545,221,900 common shares in the share capital of Fiat Chrysler Automobiles N.V., intended to be renamed Stellantis N.V., provides at page 115 that “The Merger will be effective at the "Effective Time" (00:00 a.m. Central European Time on the first day after the date on which a Dutch civil law notary executes a notarial deed of cross-border merger with respect to the Merger between FCA N.V. and Peugeot S.A. in accordance with applicable Dutch law and French law (the "Merger Deed")), at which Effective Time, the separate corporate existence of Peugeot S.A. will cease, and FCA N.V. will continue as the sole surviving corporation, and, by operation of law, FCA N.V., as successor to Peugeot S.A., will succeed to and assume all of the rights and obligations and other legal relationships, as well as the assets and liabilities, of Peugeot S.A. in accordance with Dutch law and French law. FCA N.V. will be renamed Stellantis at the Governance Effective Time.  Pursuant to the Combination Agreement (and subject to applicable Dutch law and French law), the Merger will be deemed to enter into effect retroactively as from the first day of the calendar year during which the Effective Time occurs (the "Retroactive Effective Date"), so that (i) Stellantis will be deemed to have had the use of all the assets of Peugeot S.A. as from the Retroactive Effective Date, (ii) all transactions of Peugeot S.A. as from the Retroactive Effective Date will be treated as being those of Stellantis, and (iii) all of the profits and losses derived from such transactions for the period starting as from the Retroactive Effective Date will be deemed realized by Stellantis.” (see https://www.fcagroup.com/en-US/investors/events/FCA_PSA_Merger/11_2020/EU_Prospectus.pdf)

-        Consent to the merger was obtained from holders of a number of bonds issued by Peugeot S.A. (see https://www.groupe-psa.com/en/document/approval-of-the-bonholders-nov-13-2020)

-        See also:
https://www.fcagroup.com/en-US/investors/Pages/fca_and_groupe_psa_merger.aspx and



DC Decision

The EMEA DC considered the DC Question in respect of Peugeot S.A. in respect of 2014 Transactions and Updated 2003 Transactions. 

The EMEA DC noted that on 16 January 2021, Peugeot S.A. merged with and into Fiat Chrysler Automobiles N.V. (FCA) and ceased to exist as a stand-alone entity.  FCA was then renamed Stellantis N.V/  The EMEA DC concluded that Peugeot S.A. had at least one Relevant Obligation outstanding at the time of the merger and all obligations were assumed by FCA, subsequently renamed Stellantis N.V., due to the merger.  

Accordingly, for the purposes of 2014 Transactions, the EMEA DC concluded that Stellantis N.V. was a Universal Successor, was the sole Successor to Peugeot S.A. and the Succession Date was 16 January 2021.

The EMEA DC also considered that the merger constituted a Succession Event for the purposes of Updated 2003 Transactions, and that FCA, subsequently renamed Stellantis N.V., succeeded to all of the Relevant Obligations of Peugeot S.A/  The EMEA DC concluded that for the purposes of Updated 2003 Transactions, Stellantis N.V. is the sole Successor and the legally effective date of the Succession Event was 16 January 2021, and this occurred on or after the Succession Event Backstop Date.

Request Accepted by DC

Pursuant to the standing resolution passed by the EMEA Determinations Committee (DC) on June 21, 2010, the first meeting of the EMEA DC to deliberate the DC Questions relating to this DC Issue has been deferred pending deliberation of such DC Questions by the EMEA DC legal subcommittee.

Please refer to EMEA_DC_Standing_Resolution_210610.

Pending DC Consent