Marchionne Caps Fiat-Chrysler Mission on a Florida Beach: Cars

Jan 03, 2014 11:52 am ET

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Jan. 3 (Bloomberg) -- Sergio Marchionne’s five-year effort to merge Fiat SpA and Chrysler Group LLC culminated in a Florida beach town, where the workaholic chief executive officer spent hours nailing a deal that was announced New Year’s Day.

The 61-year-old Italian-born Canadian, who juggles running the two manufacturers with the help of six mobile devices, traveled to Vero Beach, Florida, for the decisive meeting with a United Auto Workers health-care trust on Dec. 28.

There, Marchionne struck a deal to buy the 41.5 percent stake in Chrysler held by the UAW trust. The agreement gives Fiat full control of the No. 3 U.S. carmaker, allowing it to better compete with the likes of General Motors Co. and Volkswagen AG. It’s the biggest deal in the auto industry since Volkswagen agreed to combine with Porsche in 2009.

The $4.35 billion deal marks a “historic moment for both Fiat and Chrysler,” Marchionne said in a joint letter to employees with Fiat Chairman John Elkann that refers to the “emotion” of seeing years of work come to fruition. “The result has been the creation of a global automaker that is among the leaders in the sector.”

The agreement will cost the Turin-based company about a 10th the amount that then Daimler-Benz AG paid for Chrysler 15 years ago. The combination will allow Marchionne to pool Chrysler’s cash with Fiat’s and better integrate the Fiat, Alfa Romeo and Maserati brands with Chrysler, Jeep and Dodge.

Auburn Hills, Michigan-based Chrysler will pick up much of the tab for the stake buy, protecting Fiat’s cash reserves and sending the Italian company’s stock up 16 percent yesterday.

Working Christmas

“Marchionne clearly spent his Christmas holiday working harder than we did,” said Max Warburton, an analyst with Bernstein Research in Singapore. “The most surprising aspect of all is the source of funding -- over 50 percent of the upfront cash will come from Chrysler.”

Marchionne has made a combination of Fiat and Chrysler a personal mission. The right to resurrect the American manufacturer after its 2009 bankruptcy gave him a “huge sense of responsibility,” Marchionne said in a rare sit-down interview in 2011. Since then, Fiat build up a 58.5 percent holding, leaving the trust’s stake the last piece of the pie.

Being trusted with reviving an American icon is “something that happens to you once in a lifetime,” he said in his office in Fiat’s Turin headquarters, which was adorned with a black- and-white poster of the word “competition” and a print from Pablo Picasso that bears the motto “every act of creation is first of all an act of destruction.”

Bankruptcy Brink

When Marchionne took the helm of Fiat in 2004, the Italian company was on the brink of bankruptcy after having lost more than 6 billion euros ($8.2 billion) from 2001 to 2003. He managed to return the company to profit in 2005 helped by wringing $2 billion from GM to end a failed alliance.

While a merger with Chrysler would make Fiat the world’s seventh-largest carmaker and give it better scale to compete with GM, Volkswagen and Toyota Motor Corp., the combined company still needs a bigger presence in Asian growth markets and has to prove it can make money in Europe. The Chrysler stake purchase won’t immediately help resolve those issues.

Fiat’s shares declined 2.3 percent to 6.76 euros today in Milan, valuing the company at 8.45 billion euros.

The final push for the Chrysler breakthrough started with Fiat making a revised offer to the union trust at a Detroit meeting on Dec. 19, according to four people familiar with the matter who requested not to be identified because the talks were private. The sides had been deadlocked for months, with the trust seeking at least $5 billion.

Counter Offer

Fiat’s board in Turin then considered a counter bid from the trust, which had lowered its expectations on concerns that the U.S. auto market was peaking and selling Chrysler shares to the public may not lead to a better price, two people said.

With the two sides getting closer, Marchionne requested a meeting with the fund’s advisers, including Alain Lebec, senior managing director of Brock Capital LLC. That meeting took place at Lebec’s residence in Vero Beach, a resort town on the Atlantic coast, two people said.

The trust and Marchionne, a self-described corporate “fixer,” agreed to a price between the final two proposals at the Dec. 28 meeting that lasted roughly four hours past sunset. The next day, Fiat’s board approved the agreement and final details were worked out until the surprise announcement Jan. 1.

The outcome means Fiat will fork out about $3.7 billion in cash for total control of Chrysler, helping it gain access to the resurgent American carmaker’s $12 billion in reserves to help fund a turnaround in Fiat’s unprofitable European business. The Italian company’s investment compares with the $36 billion that Daimler paid for the company in 1998.

’Real Maestro’

“Marchionne showed he’s a real maestro,” said Giuseppe Berta, a professor at Bocconi University in Milan who has written several books on Fiat. “Now the merger of Fiat and Chrysler is a done deal.”

A time line for the combination may be outlined in late January, when Fiat’s board meets, said two people familiar with the situation. Marchionne has said he favors a New York listing for the combined entity. The merger might cut down on Marchionne’s travel, including frequent transatlantic flights to manage the two companies.

Marchionne, who has said Bobby McFerrin’s “Don’t Worry, Be Happy” is his favorite song, expected subordinates to match his non-stop pace, which exacted a toll on those around him. Olivier Francois, the Italian company’s chief marketing officer, once jokingly noted that he had gotten divorced, started smoking and needed to get glasses since joining Marchionne at Fiat in 2005.

“What Fiat has done in the last 10 years clearly bears Marchionne’s signature,” said Gianluca Spina, dean of Milan Polytechnic business school. “He managed to save the company from extinction and gave it an international exposure it didn’t have before.”

--Editors: Chris Reiter, Larry Reibstein