Fiat Chrysler Automobiles (NYSE: FCAU / MTA: FCA) says the spinoff of Ferrari will be accomplished at the beginning of the new year. Under the deal, FCA’s current equity interest in Ferrari N.V., of ~80% of its share capital, aka Predecessor Ferrari, will be distributed to holders of FCA shares and mandatory convertible securities. The Separation will occur through a series of transactions that are expected to take effect between January 1, 2016 and January 3, 2016 as previously announced by FCA.
As part of the spin-off, FCA shareholders will receive one common share of Ferrari for every ten common shares of FCA and one special voting share of Ferrari for every ten special voting shares of FCA held. FCA has been taking a beating on the exchanges, and short sellers are betting Ferrari can’t hold its valuation in the competitive super car business where Fiat is struggling to find the money to update Ram trucks and Jeep vehicles.
The record date of the Separation for shares held in the U.S. and Italian centralized clearing systems is January 5, 2016. In addition, holders of MCSs will receive 0.77369 common shares of Ferrari for each mandatory convertible security held of record on January 5, 2016.
Ferrari shares will be allocated to the book entry accounts of holders of FCA shares and MCSs on January 7, 2016, except that Ferrari shares issued in respect of FCA shares held through participants in the Monte Titoli system will be allocated on January 6, 2016 to account for the different standard settlement periods on the U.S. and Italian markets.
No fractional Ferrari shares will be delivered in connection with the spinoff. Any fractional entitlements will be aggregated and sold in the open valium market by intermediaries on behalf of holders or by the transfer agent for Ferrari shares, with the net cash proceeds distributed pro rata to FCA shareholders or MCS.
In addition, with the spinoff, holders of FCA shares will receive a cash payment of €0.01 for each share held as of January 5, 2016. The cash payment, less any required withholding tax, will be made on January 13, 2016.
FCA common shares will commence trading “ex” Ferrari on January 4, 2016 on both the New York Stock Exchange (“NYSE”) and the Mercato Telematico Azionario managed by Borsa Italiana (“MTA”). The last date on which FCA common shares purchased will include the right to receive Ferrari shares in connection with the Separation will be December 30, 2015 (for trading on the MTA) or December 31, 2015 (for trading on the NYSE), the last trading day of the year.
Ferrari common shares will continue to trade on the NYSE under the RACE ticker symbol. However, beginning January 4, 2016 Ferrari common shares will trade under a new CUSIP: N3167Y 103. Ferrari has been advised by the NYSE that common shares of Ferrari delivered pursuant to the Separation will trade on a “when issued” basis on NYSE between January 4 and January 7, 2016 and will begin trading “regular way” on January 8, 2016. Common shares of Ferrari held by the public prior to the Separation will continue to trade “regular way” throughout this period.
In addition, as previously announced and subject to publication of the required listing prospectus and authorization by the competent securities regulatory authorities, Ferrari common shares will start trading on the MTA on January 4, 2016, under the RACE ticker symbol and the ISIN code NL0011585146.
