Renault-fca Merger Hinges On Nissan And French Gov Backing

Renault-FCA Merger Hinges On Nissan And French Gov Backing

It seems that reviving merger talks between automotive giants Renault and FCA will depend on overcoming at least two major hurdles: repairing Renault’s relationship with Nissan and the willingness of the French state to reduce its stake in its home automaker.

Fca-renault Revival May Hinge On Willingness To Cut Nissan Stake

FCA-Renault revival may hinge on willingness to cut Nissan stake

Fiat Chrysler Automobiles and Renault are looking for ways to resuscitate their collapsed merger plan and secure the approval of the French carmaker's alliance partner Nissan, according to several sources close to the companies. Nissan is poised to urge Renault to significantly reduce its 43.4% stake in the Japanese company in return for supporting a FCA-Renault tie-up, two people with knowledge of its thinking also told Reuters. It is still far from clear whether any concerted effort to revive the complex and politically fraught deal can succeed. FCA Chairman John Elkann abruptly withdrew his $35 billion merger offer in the early hours of June 6 after the French government, Renault's biggest shareholder, blocked a vote by its board and demanded more time to win Nissan's backing. Nissan representatives had said they would abstain. The failure, which FCA and Renault blamed squarely on the French government, deprived both companies of an opportunity to create the world's third-biggest carmaker with 5 billion euros ($5.6 billion) in promised annual synergies. It also shone a harsh light on Renault's relations with Nissan, which have gone from frayed to fried since the November arrest of former alliance Chairman Carlos Ghosn, now awaiting trial in Japan on financial misconduct charges he denies.

REVIVAL TALKS

Italian-American FCA — whose brand stable encompasses Fiat runabouts, Jeep SUVs, RAM pickups, Alfa Romeo luxury cars and Maserati sports cars — has so far turned a deaf ear to suggestions by French officials that its merger proposal could be revisited. But since the breakdown, Elkann and his French counterpart Jean-Dominique Senard have had talks about reviving the plan that left the Renault chairman and his Chief Executive Thierry Bollore upbeat about that prospect, three alliance sources said. Renault and a spokesman for FCA declined to comment. One of Elkann's senior advisors on the Renault merger bid, Toby Myerson, was expected at Nissan headquarters in Yokohama on Monday for exploratory discussions with top management, two people with knowledge of the matter said. Nissan CEO Hiroto Saikawa is likely to attend. Myerson did not respond to a message from Reuters seeking comment. The meeting comes amid mounting strains that may preclude compromise, after Senard warned Saikawa that Renault was prepared to block key Nissan governance reforms in a dispute over board committees. Alternatively, the escalating tensions and negotiating positions could give way to a breakthrough, as FCA-Renault's industrial logic and savings prove hard to ignore.

REBALANCING ACT

Saikawa, who has argued consistently that alliance shareholdings need "rebalancing" to reflect Nissan's superior size, would press for a substantial reduction to Renault's stake as part of any agreement, according to the same people. Nissan's 15% stake in Renault carries no voting rights. "If FCA are expecting some sort of negotiation, they must be anticipating that request," said one. The FCA-Renault deal that Elkann whipped off the table — at least for now — would have seen both companies acquired by a listed Dutch holding company owned 50-50 by current FCA and Renault shareholders, after payment of a 2.5 billion euro special dividend to FCA shareholders. Paris had secured stronger job guarantees and terms including a cash payment to Renault shareholders, following public criticism that the bid undervalued Renault. For Nissan, however, the merger would "swap out one small 43% shareholder for a bigger 43% shareholder it doesn't know," said a source familiar with top management thinking. Nissan could back the FCA-Renault deal only with a "substantial reduction" in the French carmaker's holding, they said. France may not automatically oppose a reduction to the Nissan holding if it secured Renault's place at the heart of a consolidated group. The government has also said it could reduce its own 15% Renault holding, to the same end. "All options can be considered," Finance Minister Bruno Le Maire told Le Figaro after the deal collapsed, when asked about Japanese pressure for Renault to reduce its Nissan stake. But a senior ministry official declined to elaborate on that possibility. "The proposal is gone," he said. FCA may also be prepared to compromise for a tie-up that promises to plug the technology gaps threatening its ability to keep pace with vehicle electrification and emissions compliance. It has few other potential partners, after talks with Peugeot maker PSA ended inconclusively earlier this year. Estimated FCA-PSA synergies were closer to 3 billion euros, according to one person briefed on the matter. FCA has already floated a call option that would allow Nissan to increase its 7.5% voting stake in the combined FCA-Renault, another person involved in the talks said. Nonetheless, anything beyond a token reduction of Renault's Nissan stake would likely upset the deal valuations and prove unpalatable to its prospective merger partner. "It's not something FCA would want to reduce," the same person said. "It's an intrinsic part of the value of Renault." Elkann and Senard had planned to press ahead with a merger agreement and formal talks over Nissan's abstention, in the belief that the deal economics would compel it to follow and cooperate, sources close to the Renault board have said. By blocking that strategy at the eleventh hour, the French state may have handed the Japanese company a new negotiating opportunity. One thing Renault and Nissan can agree on is that any window to revive the merger is likely to be short. "If there's going to be a deal it will probably be in weeks rather than months," one alliance executive said.

(Reporting by Laurence Frost; Additional reporting by Norihiko Shirouzu in Beijing and Giulio Piovaccari in Milan; Editing by Richard Chang)

Nissan Didn't Have Much Say In Merger Talks, But It Had What Fca Wanted

Nissan didn't have much say in merger talks, but it had what FCA wanted

TOKYO — Nissan wasn't consulted on the proposed merger between its alliance partner Renault and Fiat Chrysler, but the Japanese automaker's reluctance to go along may have helped bring about the surprise collapse of the talks. While Nissan Motor Co. had a weaker bargaining position from the start, with its financial performance crumbling after the arrest last year of its star executive Carlos Ghosn, it still had as its crown jewel the technology of electric vehicles and hybrids that Fiat Chrysler wanted. The board of Renault, meeting Thursday, didn't get as far as voting on the proposal, announced last week, which would have created the world's third biggest automaker, trailing only Volkswagen AG of Germany and Japan's Toyota Motor Corp. When the French government, Renault's top shareholder with a 15% stake, asked for more time to convince Nissan, Fiat Chrysler Chairman John Elkann abruptly withdrew the offer. Although analysts say reviving the talks isn't out of the question, they say trust among the players appears to have been broken. "The other companies made the mistake of underestimating Nissan's determination to say, 'No,' " said Katsuya Takuechi, senior analyst at Mitsubishi UFJ Morgan Stanley Securities in Tokyo.

The Note, an electric car with a small gas engine to charge its battery, was Japan's No. 1 selling car, the first time in 50 years that a Nissan beat Toyota and Honda. Renault and Fiat Chrylser highlighted possible synergies that come from sharing parts and research costs as the benefits of the merger. But what Fiat Chrysler lacks and really wanted was what's called in the industry "electrification technology," Takeuchi said. With emissions regulations getting stricter around the world, having such technology is crucial. Yokohama-based Nissan makes the world's best-selling electric car Leaf. Its Note, an electric car equipped with a small gas engine to charge its battery, was Japan's No. 1 selling car for the fiscal year through March, the first time in 50 years that a Nissan model beat Toyota and Honda Motor Co. for that title. Nissan is also a leader in autonomous-driving technology, another area all the automakers are trying to innovate. "Although Nissan had no say, its cautionary stance on the merger ended up being very meaningful," Takeuchi said. Nissan has long resisted pressures from Renault for a full merger, and Japanese media reported that Renault had likely hoped its lobbying power would be boosted, if it had merged with Fiat Chrysler. But the collapse of the talks with Fiat Chrysler might mean Renault would merely focus even more on a merger with Nissan, the Asahi newspaper said Friday. Nissan Chief Executive Hiroto Saikawa told reporters late Thursday that he wanted time to find out what the Fiat Chrylser-Renault merger might mean for Nissan, calling it "moving to the next stage." He reiterated his reservations about a full merger with Renault, stressing Nissan must turn its business around first. Fiat Chrysler cited "political conditions in France" for withdrawing its offer to Renault. The French government said it had placed four conditions on the deal, and getting support from Nissan was the condition that wasn't met. The other conditions were to preserve French jobs and factories, respect the governance balance between Renault and Fiat Chrysler, and ensure participation in an electric battery initiative with Germany. Michelle Krebs, executive analyst at Autotrader in Detroit, acknowledged the proposed giant alliance had been complex. "No one ever expected it to be a cake walk to negotiate or execute," she said. "The only surprise is that it ended so soon."

Nissan Is Optimistic About Fca Partnership, But Wants The Right Terms

Nissan is optimistic about FCA partnership, but wants the right terms

BEIJING – Nissan is optimistic about partnering with a combined Renault and Fiat Chrysler (FCA), as long as it can protect the ownership of technology developed over two decades of working with Renault, a senior executive told Reuters.

The executive, who declined to be identified because he is not authorized to speak to the media, said he was cautiously optimistic about the possibility of generating "synergies" by sharing Nissan's autonomous drive know-how, electrification and greenhouse-gas-scrubbing technologies for powertrains.

Why A Renault-fca Merger Could Be Good News For Nissan, Mitsubishi

Why a Renault-FCA merger could be good news for Nissan, Mitsubishi

TOKYO — Nissan's advanced technologies including platforms and electric powertrains could give it leverage in a merger involving Renault and Fiat Chrysler, thanks to a royalty system it has with the former, two people with knowledge of the matter said. A merged Renault-Fiat Chrysler could face an extra hurdle each time it uses technology developed by Nissan or Mitsubishi Motors, while the two Japanese automakers stand to gain a client in Fiat Chrysler (FCA), one of the people said. Both sources declined to be identified because of the sensitivity of the matter. Nissan's technology, particularly in electrification and emissions reduction, could give it some sway in the $35 billion potential tie-up between Renault and FCA, even as its stake in the newly formed company would be diluted. Currently Renault SA pays less for technology developed by Nissan than the Japanese automaker pays for French technology, a third person said. This has long been a sticking point for Nissan, and an area where Nissan could seek more favorable terms. "Whenever Nissan transfers platform, powertrain or other technology to Renault, there is a margin or royalty which Renault has to pay for use of that tech," one of the people said. "In that sense, FCA, if everything went well, would become another 'client' of ours and that's good. More business for us." A Nissan spokesman declined to comment on its royalty system. The potential Renault-FCA deal has complicated the Japanese automaker's already uneasy alliance with Renault. A further deal with Fiat Chrysler looks likely at least in the near term to weaken Nissan's influence in the 20-year-old partnership. Renault owns a 43.4% stake in Nissan and is its top shareholder. Nissan holds a 15% non-voting stake in Renault and would see that diluted to 7.5% after the FCA deal, albeit with voting rights. The imbalance between the two has long rankled Nissan, which is by far the larger company.

Alliance imbalance

Renault had previously angled for a merger with Nissan but has been rebuffed by CEO Hiroto Saikawa. Securing benefits from the merger deal will be important for Saikawa, who is grappling with poor financial performance while he struggles to right the company after the ouster of former chairman Carlos Ghosn last year. By joining forces, Renault and FCA hope to consolidate what would have been two electric vehicle development programs into one, and then deploy the resulting technology across a much larger range of vehicles, reducing costs. FCA, which foresees trouble in meeting with increasingly stringent emissions regulations in both Europe and China, would likely benefit significantly from Renault powertrain technologies. Much of these technologies have been beefed up by R&D led by Nissan, the first automaker to launch a mass-market all-battery electric vehicle (EV). The Nissan Leaf is the world's top-selling EV, with sales of more than 400,000 since its launch in 2010. The company has also found unexpected success with its e-Power gasoline hybrid system. It could use its technology as a negotiating tool with Renault and FCA. Technically, any deal between Renault and FCA would not involve any structural change in Renault's confidential partnership agreement with Nissan, the Restated Alliance Master Agreement, although FCA would join Renault as a counterparty to the pact. But Nissan does stand to benefit from a more balanced capital structure in the merger. As the combined Renault-FCA company would be domiciled in the Netherlands, the French government would lose its double shareholding permitted under France's Florange Law. As a result, the French government would be left with a 7.5 percent voting stake in the new company, potentially easing a source of tension between Nissan and Paris, as the current arrangement effectively hands the government outsized influence over the Japanese automaker.

Regional competitors

There is also the issue of regional overlap. FCA and Nissan are rivals in the North American truck and SUV market, where Nissan has struggled with poor margins. "Nissan is struggling in the United States. Will pairing up with Chrysler help? Not really." said Takeshi Miyao, managing director of consultancy Carnorama. He said Nissan could seek compromises in other areas if Renault-FCA were to seek consolidation in the region. Southeast Asia, where the third member of the Renault-Nissan alliance — Mitsubishi Motors — dominates vehicle sales, could also be an area for potential horse-trading with Renault and FCA as they expand their presence in the fast-growing market. Here, Mitsubishi could negotiate hefty concessions in return for distribution in Indonesia, Thailand and other countries. "Our main market is the ASEAN countries, so we would like to know how cooperation would look in this region," Mitsubishi Motors Chairman Osamu Masuko said on Wednesday. "There are areas where making decisions may be difficult."

Fca-renault Merger Talks: France Wants Job Guarantees And Nissan On Board

FCA-Renault merger talks: France wants job guarantees and Nissan on board

PARIS — France will seek protection of local jobs and other guarantees in exchange for supporting a merger between carmakers Renault and Fiat Chrysler, its finance minister said on Tuesday, underscoring the challenges facing the plan. Separately, Renault Chairman Jean-Dominique Senard arrived in Japan to discuss the proposed tie-up with the French company's existing partner Nissan — another potential obstacle to the $35 billion-plus merger of equals. Renault and Italian-American rival Fiat Chrysler Automobiles (FCA) are in talks to tackle the costs of far-reaching technological and regulatory changes by creating the world's third-biggest automaker. Shares in both companies jumped on Monday on news of a deal that would create an industry No.3 behind Japan's Toyota and Germany's Volkswagen and target 5 billion euros ($5.6 billion) a year in savings. Renault shares were up 1.3 percent by 1030 GMT, extending gains from Monday when the stock had closed up 12 percent. Fiat shares were flat in Milan but the U.S. listed stock was indicated 8 percent higher after a public holiday on Monday. Analysts caution the companies face a challenge to win over powerful stakeholders ranging from the French and Italian governments, to trade unions and Nissan. French finance minister Bruno Le Maire told RTL radio on Tuesday the plan was a good opportunity for both Renault and the European car industry, which has been struggling for years with over-capacity and subdued demand. But he added the French government would seek four guarantees in exchange for backing a deal that would see its 15% stake in Renault reduced to 7.5% of the combined entity.

France's conditions

"The first: industrial jobs and industrial sites. I told the Renault chairman very clearly that it was the first of the guarantees I wanted from him in the opening of these negotiations. A guarantee on the preservation of industrial jobs and sites in France," said Le Maire. The minister also said France wanted to be well represented on the board of the new company, for it to be a leader in developing electric batteries, and for the deal to take place "within the framework of the alliance between Renault and Nissan." A source familiar with the matter told Reuters on Monday that Renault and FCA had given commitments about maintaining industrial jobs and sites, leaving room for white-collar and engineering layoffs as well as some plant downsizing. Also on Monday, Italian Deputy Prime Minister Matteo Salvini said Rome might need to take a stake in the combined company, balancing France's shareholding. Le Maire said he had spoken to the Japanese personally about the proposed tie-up. Asked how they had responded, he replied: "I look at the reaction of Nissan president Mr Saikawa, and it's a reaction that is open." Analysts have said Nissan, which is 43% owned by Renault and has a 15% non-voting stake in the French firm, might be reluctant to back an FCA-Renault tie-up that would probably use its technology less than the current Renault-Nissan alliance. However, Nissan CEO Hiroto Saikawa told Japanese TV on Tuesday that "strengthening the alliance and constructive discussions are forward looking, and we are open to constructive discussions." The Renault-Nissan alliance has been under strain since the arrest and ouster of its former chairman Carlos Ghosn late last year on charges of financial misconduct, with Nissan recently rebuffing a merger proposal from its partner.