Powering the future of mobility: The merger between PSA and FCA . I Executive Summary This report examines the merger between Fiat Chrysler Automobiles (FCA) and Peugeot S.A. (PSA), which resulted in the creation of Stellantis, now one of the largest car manufacturers in the world, regarding the strategic rationale behind the deal, its financial and operational impacts, the regulatory challenges involved, stakeholder reactions, and broader lessons this case offers in the automotive industry. At the time the merger was announced, the auto sector was undergoing major changes. Companies were under pressure to respond to electrification, digital transformation, environmental regulations, and intensifying global competition. FCA and PSA brought different strengths to the table. FCA was heavily concentrated in North America and needed to accelerate its transition to electric vehicles. PSA had a stronger presence in Europe and was already investing in electrification. Their merger, announced in 2019 and completed in early 2021 (Stellantis, 2019), was presented as a merger of equals. Shareholders of both companies became co-owners of the new company, and a new board was formed with representatives from each side to reflect a balanced governance structure. The deal aimed to generate substantial synergies. By combining operations, sharing platforms and suppliers, and simplifying logistics and support functions, the companies projected annual savings of around five billion euros by 2024 (Barbosa, 2023). In the first few years, Stellantis performed well: profit margins improved, cost savings exceeded expectations, and the stock rose sharply. However, momentum soon faded. During 2024, financial and operational indicators began to deteriorate. Profit margins shrank, free cash flow turned negative, and the company lagged behind competitors in the electric vehicle segment. Investment in research and development remained low compared to industry leaders (Winton, 2025). Internally, integrating the two firms proved harder than expected. Cultural differences and overlapping brands created tensions, and those issues came to a head when CEO Carlos Tavares resigned unexpectedly in December 2024, well before the end of his mandate. This move raised concerns about internal alignment and strategic clarity (Winton, 2024). Stakeholder responses reflected the complexity of the deal: shareholders overwhelmingly supported the merger, seeing its potential to boost competitiveness; unions accepted the plan but demanded guarantees on jobs and production sites; and regulators, particularly in Europe, raised concerns over reduced competition in light commercial vehicles. Approval was granted only after Stellantis agreed to conditions, including cooperation with Toyota and fairer access to repair networks (European Commission, 2020). While in the first five years the market response was positive, the company’s share price declined sharply in late 2024. Several smaller brands within the group struggled to remain competitive, and critics pointed to the lack of a clear innovation strategy. Although the merger achieved many of its short-term goals, its longer-term impact remains mixed. In fact, while joining forces gave FCA and PSA the global reach and breathing room they might not have achieved alone, Stellantis is still striving to define its place in a rapidly evolving industry. Thus, Stellantis highlights that even well-planned mergers carry real risks, and success relies not just on scale or cost-cutting, but on cultural alignment, strategic clarity, and adaptability. Moving forward, it is paramount that Stellantis focuses on innovation, considers trimming underperforming brands, and pursue smaller and targeted acquisitions that promote technological capabilities without adding complexity, because in today’s auto industry, staying ahead requires more than size, it demands intelligence, agility, and a readiness to lead through change. I Index 1. Introduction ......................................................................................................................................... 2 2. Case Description ................................................................................................................................. 3 2.1. Companies’ Profiles .............................................................................................................................. 3 2.2. The Deal ............................................................................................................................................... 4 2.3. Market and Industry Context ................................................................................................................ 6 2.4. Main Stakeholder Reactions................................................................................................................. 7 3. Case Analysis and Discussion ............................................................................................................ 9 3.1. Motivations Behind the Deal ................................................................................................................. 9 3.2. Value Creation vs. Value Destruction ................................................................................................. 12 3.3. Regulatory Challenges ....................................................................................................................... 13 3.4. Market Reaction and Performance ..................................................................................................... 16 4. Critical Analysis and Concluding Remarks ....................................................................................... 19 References ................................................................................................................................................ 22 Appendix A: Composition of the Board of Directors of Stellantis .............................................................. 28 Appendix B: Number and volume of M&A transactions in the automotive industry by sub-sector ........... 29 Appendix C: Ranking of automotives companies based on their competitive position in ten industry indicators. .................................................................................................................................................. 30 Appendix D: Stellantis’ economic and financial ratios evolution. ............................................................... 31 List of Figures Figure 1 Evolution of FCA and PSA stock prices, and PSA trade volume.. .............................................. 16 Figure 2 Evolution of Stellantis shares and Euro STOXX Automobile & Parts. ........................................ 18 Figure 3 Evolution of the shares price of Stellantis and selected peers.................................................... 18 I 1. Introduction Living in an era marked by technological disruption, regulatory shifts and intensifying global competition, the automotive industry has emerged as a focal point of economic and strategic transformation. Undeniably, this sector frequently captures media and public attention, whether due to trade disputes, ambitious sustainability goals, or bold corporate moves. Therefore, mergers, acquisitions and restructuring processes have become increasingly common, as traditional automakers seek to adapt to evolving market pressures and remain competitive in a rapidly changing landscape. This report was developed within the scope of the course unit of “Mergers, Acquisitions, and Restructuring” and centers on one of the most significant merger processes in the recent history of the automotive sector: the merger between Fiat Chrysler Automobiles and Peugeot S.A. to create Stellantis. The decision to analyze this case stems from the high relevance of the deal itself, but also from its broader implications in the industry. Most importantly, the creation of Stellantis, which is now one of the largest car manufacturers in the world (Ferris, 2024) offers a rich opportunity to examine strategic motivations, operational and financial synergies, regulatory responses and market dynamics within a sector undergoing profound transformation. Structure-wise, the report begins by presenting a detailed overview of the two companies involved in the deal, the specific terms of the transaction, and the industry context that framed it. This is followed by an analytical section that explores the underlying drivers of this merger, evaluating its value creation and value destruction potential, discussing regulatory challenges, and reflecting critically on its performance. Finally, we conclude with broader considerations on the long-term viability of the deal and the lessons it offers for broader M&A activity in such a complex, innovative and capital-driven industry. 2 2. Case Description 2.1. Companies’ Profiles FCA Fiat Chrysler Automobiles N.V. (FCA) emerged on January 2014, from the full merger of Fiat S.p.A. and Chrysler Group LLC, creating an Italian American automotive powerhouse with twelve heritage brands spanning mass-market, premium and commercial segments (Fiat Investments N.V., 2014). Headquartered in London, with its legal seat in the Netherlands, FCA became publicly traded in October 2014 when its shares began trading on the New York Stock Exchange (Fiat Chrysler Automobiles N.V., 2014). Although FCA’s shares were widely held after the October 2014 listing, Exor N.V., the Agnelli family’s investment vehicle, remained the largest single shareholder with 28.7 percent of the equity and proportionally greater voting power under FCA’s share class structure. This ensured that Exor continued to drive FCA’s strategic decisions, from board appointments to capital allocation, alongside a broad base of institutional and retail investors (Fiat Chrysler Automobiles N.V., 2014). Under Chairman John Elkann and CEO Sergio Marchionne, FCA pursued a dual strategy by leveraging Chrysler’s North American scale to accelerate growth in SUVs and pickups, while revitalizing its Italian and European brands (Fiat, Alfa Romeo, Lancia) with fresh platforms and electrification initiatives. In October 2014, it completed the spin-off of Ferrari N.V., raising nearly $10 billion and narrowing FCA’s focus to core automotive operations (Kreitmair, 2020). In May 2019, it sold Magneti Marelli, FCA’s longstanding auto-parts division, for €5.8 billion to further streamline the group (Cristovão, 2021). Financially, FCA’s first full stand-alone year demonstrated its scale. Global revenues approached €110 billion, with adjusted EBIT margins of 6.4 percent in North America rising to 8.8 percent by 2018 on the strength of Ram Trucks and Jeep launches. By 2019, FCA’s sales were heavily weighted toward North America, which accounted for €73.8 billion or 68.3 percent of revenues (Gouveia, 2021). Key managers beyond Marchionne and Elkann included CFO Richard Palmer, who oversaw the group’s deleveraging from peak net industrial debt to below €5 billion by 2018, and Global Head of Product Development Dr. Harald Wester, responsible for a streamlined portfolio of 7 plug-in hybrid electric vehicle (PHEV) and 7 battery electric vehicle (BEV) models launched from 2019 onward (Cristovão, 2021). FCA’s governance structure featured a 15-member Board, with independent directors forming a majority and welldefined lock up clauses for major shareholders to ensure stability (FCA and Groupe PSA, 2019). Throughout its five-year run, FCA combined the heritage and design flair of its European brands with the volume and profitability focus of its American operations, all underpinned by Marchionne’s “WorldClass Manufacturing” ethos and Elkann’s family-driven long-term vision (FCA and Groupe PSA, 2019). PSA Group Peugeot S.A. (PSA) is one of France’s most prominent automotive companies. It was officially formed in 1976 when Peugeot acquired a majority stake in Citroën, bringing the two historic brands under one umbrella (LiquiSearch, n.d.). Based in France, PSA Group quickly grew into a major player in the European car industry, producing and distributing passenger cars and light commercial vehicles through well-known brands like Peugeot, Citroën, Opel, Vauxhall, and DS (European Commission, 2020). Over time, PSA broadened its operations through strategic acquisitions and partnerships. In addition to taking over Chrysler’s European subsidiaries earlier in its history (1978), it made a significant 3 move in 2017 by acquiring Opel and Vauxhall from General Motors leading to a successful turnaround of the two loss-making brands. The deal allowed PSA to stand out as the second European automaker with 2.5 million units sold, trailing only Volkswagen (3.6 million units sold) as of 2016 figures. These deals helped PSA expand its reach and diversify its offerings. The company also invested in after-sales services, used car businesses, and international partnerships focused on electric mobility and battery development. In 2019, PSA sold its remaining stake in Peugeot Motorcycles, officially stepping away from the twowheeler segment (Fiat Chrysler Automobiles N.V., 2020). By the end of 2019, PSA operated in over 160 countries and had 17 production plants worldwide, employing around 209,000 people. The company’s structure was divided into three main business units. The automotive division was responsible for designing, manufacturing, and selling both passenger and light commercial vehicles, as well as managing repair services and spare parts. The components division, led by Faurecia, focused on vehicle interiors, clean mobility, and electronics. PSA also had a financial services arm, Banque PSA Finance, which operated in 17 countries, primarily through partnerships. Additional operations were grouped under “Other Businesses,” which included the company’s holding functions, a 25% stake in the logistics firm GEFCO, and its mobility service brand, Free2Move. In 2019, PSA reported €74.7 billion in revenue and €4.7 billion in operating profit. PSA’s business remained heavily focused on the European market, which accounted for roughly 86-87% of its total vehicle sales in both 2019 and the first half of 2020. The company operated under a dual-board governance model, with a Managing Board handling daily operations and a Supervisory Board overseeing broader strategy. Under French law and PSA’s bylaws, shareholders who held fully paid-up shares for at least two years were entitled to double voting rights. At the time of the merger, the CEO of PSA Group was Carlos Tavares. As of November 2020, PSA’s major shareholders included EPF/FFP and BPI, each holding 12.36% of the company, along with Dongfeng Motor Group, a Chinese company, which owned 11.24%. Ahead of the merger with Fiat Chrysler Automobiles, Dongfeng agreed to sell 30.7 million PSA shares, of which 10 million were repurchased and cancelled by the company itself (Fiat Chrysler Automobiles N.V., 2020). 2.2. The Deal Speculations around a potential merger between FCA, Detroit’s third biggest car manufacturer and PSA, Europe’s second largest, started to arise in March 2019. At the time, FCA had just emerged from a failed merger attempt with Renault S.A., while PSA had begun actively seeking for a deal to turn the company into a global player (Noble, 2019). It was clear that both companies were pursuing strategic partnerships, and in that same month, PSA’s CEO Carlos Tavares and FCA’s CEO Michael Manley met to discuss the possibility of a business combination (Stellantis, 2019). Given FCA interest in entering the European market and PSA history of taking American brand businesses, after assessing the synergies and benefits resulting from this deal, on October 31, 2019, the companies officially announced an agreement to a merger of equals (Stellantis, 2019), signing the Combination Agreement on December 17. FCA N.V. was the surviving company in the merger, although the accounting treatment recognizes PSA as the acquirer. This means that, for financial reporting purposes, PSA’s assets and liabilities were carried forward, while FCA’s assets and liabilities were remeasured at fair market value. This reflects PSA’s dominant influence in the transaction, as determined by the management 4 of both companies after assessing the indicators outlined in IFRS 3 and considering all relevant facts and circumstances (Fiat Chrysler Automobiles N.V., 2020, p.58). Throughout the following year, the deal advanced through the necessary regulatory and shareholder approvals. In December 2020, it obtained the European Commission conditional approval, focused on preserving competition in the light commercial vehicle market (Murphy, 2021). Shareholders from FCA and PSA approved the merger on January 4, 2021 (Murphy, 2021; Stellantis, 2021). Before finalizing the merger, FCA would pay a €5.5 billion extraordinary dividend to its shareholders, while Groupe PSA would distribute its 46% stake in Faurecia to its shareholders. As part of the merger agreement, both companies planned to distribute an ordinary dividend of €1.1 billion in 2020, based on their fiscal year 2019 financial results, pending board and shareholder approval. These measures were intended to equalize the enterprise value of both parties. Furthermore, following the closing of the deal, FCA planned to spin off its interest in the company Comau and distribute them to shareholders of the new combined entity. Following the merger, ownership of the combined PSA-FCA group was expected to reflect existing shareholders in the respective companies, EXOR N.V. holding approximately 14%, the Peugeot family (EPF/FFP) approximately 6%, Bpifrance around 6%, and Dongfeng Motor Group 6%, latter eventually being reduced to about 4.5% at closing (FCA and Group PSA, 2019). Finally, on January 16th the merger was finalized, culminating in the creation of Stellantis N.V., that started trading on January 18th (Murphy, 2021; Stellantis, 2021). This deal is best characterized as a friendly horizontal merger of equals, where two companies, usually competitors, operating in the automative industry combined with the mutual agreement between the companies’ shareholders. Unlike a hostile takeover or buyout, both companies agreed upon terms and engaged in open negotiation, being the deal presented as a partnership rather than a takeover. Therefore, there was no tender offer to shareholders. Instead, the merger was structured as a stock-for-stock transaction, in which existing shares of both companies were exchanged for shares in the combined entity, making the shareholders of both firms co-owners of Stellantis. Which allowed both companies to preserve cash, align long-term interests, and reduce the tax burden typically associated with cash acquisitions that share swap doesn’t have in some jurisdictions (DePamphilis, 2021). As resulting from a merger of equals, Stellantis N.V.’s global scale and resources were owned equally by Group PSA and FCA shareholders, with 50% ownership for each (Stellantis, 2019). Concerning shares distribution, PSA shareholders earned 1.742 shares of Stellantis for each share of PSA, while FCA shareholders had one share of Stellantis for each share of FCA (Noble, 2021). The governance framework of the company reflected a shared governance structure, with a board of directors composed by 11 members, 5 of each of the companies involved and one independent member (see Appendix A for the full board). Carlos Tavares, former PSA’s CEO, was elected the CEO of Stellantis, while John Elkann, former chairman of FCA, become chairman of the group (Cristóvão, 2021). Despite being a friendly merger, the Combination Agreement included termination fees of €250 million if either party failed to obtain shareholder approval, and €500 million if either party changed its recommendation. The agreement also contained a clause allowing either party to terminate the Combination Agreement in the event of a Material Adverse Effect affecting the other party (Fiat Chrysler Automobiles N.V., 2020). 5 2.3. Market and Industry Context The global automotive industry is experiencing an era of unprecedented transformation over recent years. Shaped by technological disruption, environmental imperatives, shifting consumer expectations and global economic pressures, including the rising of electric vehicle Chinese brands, the sector is undergoing structural realignment at all levels. These dynamics are compelling companies like Stellantis to embrace change in order to remain competitive in such an increasingly fast-paced market (Malterer, 2025). As of 2021, when Stellantis was born, the industry was valued at approximately USD 385.42 billion and was projected at a compound annual growth rate (CAGR) of 6.5% through 2028 (Fortune Business Insight, 2023). Growth in this industry is largely propelled by emerging markets like China and India, while mature markets such as Europe and North America follow with slower, more stable expansion, characterized by market saturation and shifting consumer preferences (Barbosa, 2023). Tendencies wise, electrification stands as the dominant trend shaping the automotive industry. In the first half of 2021, electric vehicles (EVs) sales rose by 160% compared to the previous year, reflecting accelerating consumer interest and regulatory pressure (Gouveia, 2021). Governments and automakers alike are investing heavily to meet rising demand for these vehicles, though adoption remains constrained by factors such as charging infrastructure gaps, technological concerns, price premiums, and battery material scarcity (DQS Holding, 2025; Hertzke et al., 2025; Malterer, 2025). The intensifying global competition in the automotive sector is also undeniable. Incumbents such as Toyota, Volkswagen and Stellantis are adapting their portfolios and manufacturing platforms to include a broader range of electrified vehicles and accompany the unprecedent changes in the industry. Simultaneously, newer entrants, particularly Chinese automakers like BYD, are reshaping the competitive landscape by offering technologically advanced, cost-efficient EVs, often benefiting from integrated domestic supply chains and substantial state support (Priddle, 2025). While firms are investing in transformation, they also contend with considerable systemic challenges, most of which cannot be foreseen. For instance, the COVID-19 pandemic and geopolitical tensions have exposed vulnerabilities in global supply chains and disrupted international markets. Additionally, shortages of critical inputs, like semiconductors and lithium for batteries, have led to production slowdowns and increased costs which undeniably reflect on automotives’ prices (Malterer, 2025; Barbosa, 2023). Trade policies and regulatory shifts further complicate the operating environment within this industry. Recently, the US has raised tariffs and imposed new trade restrictions that disproportionately affect the automotive sector, increasing component costs and introducing policy uncertainty (Brinley, 2025; Priddle, 2025). Simultaneously, the European Union’s ambitious climate legislation, including greenhouse gases emissions targets for new passenger cars, exerts pressure on manufacturers to scale zero-emission vehicle production or face significant penalties (Malterer, 2025; ACEA, 2025). Environmental, Social and Governance (ESG) factors have also become essential components of strategic planning across the industry. Most importantly, transparency and accountability are rising in importance as companies respond to investor demands and emerging regulatory frameworks such as the EU’s Corporate Sustainability Reporting Directive (DQS Holding, 2025). Notwithstanding, digitalization and AI are also reshaping the automotive value chain. In fact, AI applications are enabling predictive maintenance, autonomous driving capabilities, while also improving 6 manufacturing efficiency through real-time data analysis and quality control (Malterer, 2025). However, the increasing reliance on connected software systems also introduces cybersecurity vulnerabilities, demanding greater investment in digital risk mitigation (Malterer, 2025). Looking into production, sales and trade figures, these paint a picture of both recovery and transformation in the global automotive industry. In 2024, car production climbed to 75.5 million units worldwide and sales trends mirrored production, with global vehicles sales reaching 74.6 million units (ACEA, 2025; ACEA, 2024). The competitive structure of the industry remains consolidated, with ten largest automakers dominating global sales and revenue. In Europe, the Volkswagen Group held the largest market share at 26.3% in 2024, followed by Stellantis at 15.1% (Bekker, 2025). Additionally, although the automotive market is characterized by the presence of dominant players, there is also a persistent trend of mergers, acquisitions and restructuring processes within the industry (Correa et al., 2025). Notably, the number of M&A transactions in the global automotive sector more than doubled between 2000 and 2019, and impressively, nearly 40% of all automotive industry mergers were driven by acquisition processes in China (Wambach & Elbert, 2021). Furthermore, horizontal mergers, such as the one in analysis, have been shown to drive consolidation further upstream in the supply chain, thereby enhancing the market power of the involved firms. Importantly, research suggests that mergers, consolidations, and other acquisition processes among automotive firms often follow similar movements among their key customers, indicating patterns of M&A activity moving up the supply chain (Gogoi, 2025). This growing concentration of market power can further exacerbate existing challenges in the industry, including rising input costs, electrification pressures (as mentioned above), regulatory demands, and the need for sustained and substantial investment. As a result, smaller suppliers may struggle to compete and, ultimately, loose their market shares to massive players. Therefore, the automotive industry is marked by increasing market concentration and intensifying competitive tensions, dynamics that companies must learn to navigate in order to maintain their market position and remain competitive (Matthew, 2025) (please see Appendix B for more M&A data). All in all, the automotive industry operates at the intersection of technological advancement, regulatory transformation, and economic volatility. Strategic success increasingly depends on a firm’s capacity to balance innovation, cost-efficiency and regulatory compliance while responding flexibly to macroeconomic and geopolitical shifts. Most importantly, as competition intensifies and consumers preferences evolve, agility, sustainability and digital integration will define the next era of mobility. 2.4. Main Stakeholder Reactions The reactions of key stakeholder groups to the FCA-PSA merger played a crucial role in shaping both the immediate outcomes of the deal and the long-term success of Stellantis. Their support or resistance influenced negotiation dynamics, affected the integration process, and helped determine the strategic direction of the newly formed company, which are issues that will be analysed in this section of the report. 7 • Shareholders On January 4, 2021, the shareholders of FCA and Groupe PSA approved the merger at their respective extraordinary general meetings, with over 99% of the votes cast in favour (Stellantis, 2021). This outcome reflected the strategic fit between the companies, but also the strong support previously expressed by long-term shareholders such as EXOR N.V., the Peugeot family group, and Bpifrance. However, as these shareholders were also represented on the board of directors, they had an additional interest in securing the deal, one that may not have fully aligned with the views or interests of minority shareholders who lacked board representation. Nevertheless, this level of approval exceeded the legal thresholds for implementing a squeeze-out in several jurisdictions, typically between 90% and 95%. In this case, the merger was governed by European corporate laws: Dutch law for FCA (a Dutch-domiciled company) and French law for PSA. If a squeeze-out mechanism had been required, it could have been initiated under the applicable national corporate law of these two countries. • Unions and employees French unions representing PSA workers approved the merger "under vigilance," seeking clear guarantees on plant investments and assurances against forced redundancies. Most union representatives acknowledged that the project seems reasonable because the two groups are complementary, financially healthy, and, through the merger, will achieve the critical scale necessary in today’s automotive industry (Willems, 2019). For example, concerns over French jobs and manufacturing contributed to the collapse of the proposed merger between FCA and Renault earlier in 2019 due to opposition from the French government (Willems, 2019). Similarly, German and American workers supported the deal but demanded binding commitments on production sites and wage protections (Reuters, 2019). Furthermore, employee buy-in can be critical to post-merger integration, helping to prevent strikes, reduce talent loss, and bridge differences between corporate and workplace cultures. • Media Coverage In general, media coverage of the merger was favourable. The financial press highlighted the creation of the world’s fourth-largest automaker by volume, emphasizing the potential for cost synergies, geographic complementarity, and joint electrification strategies, all seen as contributing positively to performance and global competitiveness. However, some analysts raised concerns about the merger’s ability to deliver a sustainable competitive advantage. Critical voices also emerged, with some commentators questioning whether this might turn out to be one of the worst mergers of the decade, arguing that it involved the combination of two companies seen as laggards in innovation joining forces to address some of the most complex technological and environmental challenges the automotive sector has faced in over a century (Strategic Intelligence, 2019). For instance, FCA ranked 53rd and PSA 54th out of 55 companies in GlobalData’s thematic scoredcard for the automotive sector (please see Appendix C for complete ranking) (Strategic Intelligence, 2019). Others warned that the increased structural complexity of the new entity could hinder focus on R&D and innovation, as management might prioritize cost savings over long-term strategic investment, potentially leading to strategic myopia (Knowledge at Wharton, 2020). 8 • Debtholders The announcement of the merger had a positive impact on the credit ratings of both FCA and PSA, as market expectations pointed to improved performance and a stronger financial profile for the combined entity (Fitch Ratings, 2019). This positive credit momentum continued under Stellantis, until recent assessments (S&P Global, 2025). For instance, on November 4, 2019, Moody’s revised the outlook for FCA’s Ba1 rating from stable to positive, reflecting the potential for a stronger credit profile for the merged FCA-PSA group compared to FCA’s standalone position. While PSA’s Baa3 rating and its stable outlook remained unchanged following the signing of the binding combination agreement, Moody’s noted that successful execution of the merger would likely strengthen PSA’s position within the Baa3 rating category. However, Moody’s also cautioned that the merger process would be long and complex, with remaining uncertainties in the context of a challenging global automotive market in 2020 and beyond. Subsequently, on January 12, 2021, Moody’s Investors Service upgraded FCA N.V.’s issuer rating from Ba1 to Baa3 and upgraded the rating on bonds issued or guaranteed by FCA from Ba2 to Baa3. This transition from speculative grade to investment grade signalled a lower risk of default and made the securities more attractive to conservative investors. This trend continued following the merger with Moody’s upgrading Stellantis’s rating to Baa2 on August 5, 2022, affirming the group's enhanced creditworthiness and continued positive performance. 3. Case Analysis and Discussion 3.1. Motivations Behind the Deal Academic literature identifies several core motivations for M&A processes, particularly in sectors characterized by high capital intensity, rapid technological change and global competition, which define the automotive industry. Most importantly, M&A are seen as strategic instruments through which firms seek to reshape their competitive position, diversify their scope, respond to external pressures and unlock new sources of value (Candra et al., 2021). Among the most prominent motives for horizontal M&A processes is the pursuit of operational synergies, including economies of scale and scope, which reduce unit costs and improve efficiency through resource integration. Notwithstanding, firms may also seek financial synergies, such as improved access to capital, risk diversification and tax advantages (Armstrong et al., 2025; Candra et al., 2021). However, not all M&A activity is driven by purely rational or economically sound motives. Behavioural and agency-based theories suggest that some deals may be influenced by managerial hubris, where executives overestimate their ability to extract value from a transaction; or managerialism, in which M&As are pursued to serve personal interests such as power, job security or compensation rather than increasing shareholder value. In such cases, transactions may be driven by strategic misalignment, poor due diligence, or even disregard for long-term performance (Armstrong et al., 2025; Candra et al., 2021). While the merger between FCA and PSA was officially presented as a rational response to strategic and industry-wide imperatives, a deeper look at the negotiation dynamics suggests that personal interests may have subtly influenced the structure and timing of the deal. Notably, the leadership of both companies 9 - particularly John Elkann of FCA’s side and Carlos Tavares on PSA’s - played significant roles in steering the deal in directions that aligned not only with corporate strategy, but also with personal legacies and governance preferences (Piovaccari, 2021). John Elkann, Chairman of FCA and heir to the influential Agnelli family, initially rejected PSA’s acquisition-style proposal, which would have involved a substantial dividend to FCA shareholders followed by a share-based takeover. This resistance reflected a concern that the deal would significantly dilute FCA shareholder influence and reduce his own role in the combined group (Fontanella-Khan, 2019). In this light, Elkann’s insistence on a merger-of-equals structure, and his eventual confirmation as Chairman of Stellantis, may be interpreted as both a defense of FCA’s autonomy and a preservation of his personal legacy. Hence, while these motives are not necessarily in conflict with shareholder interests, they illustrate how self-preservation and influence retention can shape major strategic decisions (Piovaccari, 2021). On PSA’s side, CEO Carlos Tavares also demonstrated a degree of strategic manoeuvring that suggests a blend of professional ambition and tactical leadership positioning. Prior to resuming talks with PSA, FCA had engaged in an advanced merger discussion with Renault. However, those negotiations abruptly collapsed in June 2019, in part due to political resistance from the French state, which held a significant stake in Renault (Kollewe, 2019). At that time, Tavares publicly criticized the FCA-Renault deal as a “virtual takeover” of Renault, possibly fuelling concerns within the French government and contributing to the deal’s failure (Nussbaum, 2019). Though PSA was not directly involved in those negotiations, Tavares intervention appeared calculated to indirectly block the Renault option and position PSA as a more politically palatable alternative. When the FCA-PSA talks resumed, the structure of the deal had evolved. While publicly branded as a merger of equals, several aspects of the agreement, such as the special dividend to FCA shareholders and the spin-off of Faurecia, as explained previously in this report, revealed economic concessions made to secure agreement and facilitate governance continuity (Market Screener, 2020). From a financial perspective, PSA arguably accepted less favourable terms in exchange for ensuring that Tavares would lead the new entity as CEO, thereby maintaining operational control and long-term strategic influence. Thus, this trade-off suggests elements of managerialism, where executive ambition and role continuity may weight as heavily as shareholder return (Armstrong et al., 2025; Candra et al., 2021). Moreover, the deal’s structure hints at a degree of hubris, especially on PSA’s side. In fact, Tavares confidence in his ability to extract value through integration and synergy realization may have led PSA to accept a governance and financial structure skewed in FCA’s favour, banking on operational gains to outweigh immediate economic imbalances. Most importantly, this belief aligns with literature on managerial overconfidence, where past success such as PSA’s turnaround of Opel, may inflate expectations in complex, cross-border mergers (Armstrong et al., 2025). While FCA’s leadership also defended its interest, the greater economic and integration risks appear to have been absorbed by PSA, indicating that hubris and overconfidence may have partially shaped the final agreement. Another central rationale for the merger was the complementarity of market footprints and product portfolios. For instance, FCA had a dominant position in North and Latin America, with brands such as Jeep and Dodge excelling in the SUV and pickup segments. PSA, in contrast, was heavily concentrated in Europe, particularly in the small and mid-sized vehicle markets with brands like Peugeot and Citroën. Hence, this geographic and segmental complementarity allowed for expansion with minimal overlap, allowing PSA to enter American markets through FCA’s well-established dealership network, while 10 enabling FCA to strengthen its foothold in the European market and navigate its regulatory frameworks through PSA’s established presence (Barbosa, 2023; Cristóvão, 2021). Economies of scale and other operational synergies represented another major pillar of the merger, with Stellantis projected synergies of approximately €5 billion annually by 2024. PSA’s modular production platforms which support both internal combustion and electric powertrains, became a key asset for Stellantis, enabling the company to reduce product development costs and improve manufacturing flexibility across its brand portfolio. Furthermore, joint procurement activities, especially in areas like battery and software sourcing, allowed for better negotiation terms and broader supplier access. Adding to that, duplicated functions in regions where both groups had a presence, such as logistics, marketing, IT, and HR, were rationalized, driving further operational efficiency (Barbosa, 2023; Stellantis, 2019; Gouveia, 2021). The technological landscape in the automotive industry, marked by stricter emissions regulations and increasing demand for electrified mobility, also framed the rationale for the deal. PSA was significantly more advanced in EVs development than FCA at the time of the merger. Since 2019, PSA had been introducing electrified variants of all new models, with plans to offer a fully electrified portfolio by 2025. FCA, by comparison, had lagged in electrification and had faced penalties for non-compliance with European emissions standards. Thus, the merger granted FCA immediate access to PSA’s electric vehicle infrastructure and enabled the newly formed Stellantis to develop a robust environmental strategy without relying on the purchase of carbon credits, as FCA had done prior to the deal (Barbosa, 2023; Gouveia, 2021). Leadership alignment and execution capabilities further supported the viability of the merger. Both groups brought considerable experience in restructuring and M&A processes. Most notably, FCA’s successful revival of Chrysler from bankruptcy, provided valuable experience in restoring financial health and operational stability. PSA also demonstrated turnaround capabilities in its acquisition and integration of Opel, a company that while not bankrupt, had been loss-making for years prior to being absorbed by PSA. Consequently, the FCA-PSA merger leveraged this background to establish a unified operational model without resorting to plant closures, while ensuring a smoother transition and continuity for the workforce (Cristóvão, 2021). At the macro level, the merger responded to mounting industry pressures, including high fixed costs, intense global competition, and the need for heavy R&D investment to keep pace with evolving technologies. Stellantis, with combined annual sales of over 8.7 million vehicles, acquired the scale necessary to compete with automotive giants like Volkswagen, Toyota, and General Motors. The enlarged group could then diversify risk across multiple regions and vehicle segments, reinforcing its resilience against market volatility. The merged entity also benefited from a balanced governance structure, with representation from both legacy companies and a majority of independent directors on the board, further emphasizing the deal’s strategic and deliberate nature (Stellantis, 2019; Barbosa, 2023). Shedding light on the above, the creation of Stellantis reflects a strategic response to evolving industry dynamics, built on a geographic and technological complementarity, cost efficiency and regulatory alignment. Yet, beneath the surface, the deal also illustrates how large-scale M&A transactions can be subtly shaped by executive self-interest, leadership ambition and overconfidence, reminding us that personal motivations can coexist with, and even reinforce, strategic logic. 11 3.2. Value Creation vs. Value Destruction As previously addressed in the report, the merger of PSA Group and Fiat Chrysler Automobiles was built on the promise of significant synergies and the creation of an industrial champion in terms of scale, technology and geographic reach. Combining PSA’s strong European presence with FCA’s North American leadership unlocked the potential for substantial cost reductions and revenue enhancements. Technology, product and platform-related savings are expected to account for approximately 40% of the total EUR 3.7bn in annual synergies, while purchasing, benefiting principally from scale and best price alignment, will represent a further estimated 40% of the synergies. (FCA and Groupe PSA, 2019; Singh, 2020). Other areas, including marketing, IT, G&A and logistics, will account for the remaining 20%. These synergy estimates are not based on any plant closures resulting from the transaction. It is projected that the estimated synergies will be net cash flow positive from year 1 and that approximately 80% of the synergies will be achieved by year 4 (FCA and Groupe PSA, 2019; Forbes, 2020). Although not the primary rationale for the deal, another potential source of value creation lies in the improvement of credit ratings, which can reduce the cost of debt financing. As DePamphilis (2021) notes, access to lower-cost capital post-merger often results from perceived improvements in financial strength and creditworthiness. A stronger balance sheet and lower operational leverage driven by improved profitability (e.g., higher EBIT margins) and reduced business risk through broader geographic diversification can lead to a lower weighted average cost of capital (WACC). This enhances financial flexibility by increasing debt capacity and cash reserves, ultimately contributing to higher firm valuation. Furthermore, the merger creates opportunities for tax optimization. The integration of PSA into a Dutchdomiciled entity (Stellantis) allows the group to benefit from the Netherlands’ more favourable corporate tax environment compared to France. These mechanisms further support long-term value creation by improving net cash flows and reducing effective tax rates. However, the very factors that underpin cross-border value creation also carry risks of value destruction. Bringing together two long-established carmakers across different continents created a “double culture” challenge. Not only must management harmonize different corporate cultures, but they must also overcome the liability of foreignness, which encompasses unfamiliarity with local market environments, potential discrimination from host-country stakeholders and additional coordination costs across time zones and regulatory regimes (Meli, 2021). Additionally, governance structure complexities, given diverse major shareholders, may pose coordination risks despite balanced executive leadership with Carlos Tavares as CEO and John Elkann as Chairman. Nevertheless, strategic advantages include PSA’s facilitated re-entry into the U.S. market and potential revitalization of legacy brands such as Chrysler, leveraging PSA’s technological strengths (CreditGroup, 2020). Cultural differences are also a significant factor in merger failures, as suggested by survey data and anecdotal evidence, as well as discussions in the Organizational Behavior, Economics, and Finance literatures. In line with the arguments of Xu (2012) and Bouwman (2013), any long-term underperformance of Stellantis could partly reflect a "cultural mismatch" discount, underscoring the importance of effective cultural integration in realizing the full value of cross-border mergers. Due to the merger, market competition concerns emerged, triggering a European Commission investigation, particularly in the commercial vehicle segment. Although approved, the merger theoretically 12 risks industry-wide reductions in total innovation investment and could lead to higher EV prices, adversely affecting consumers. The deal also closed in the middle of a global pandemic, which destabilized supply chains, caused semiconductor shortages, and led to volatile currencies, putting the planned savings at risk (Detroit News, 2021). Historical evidence shows that large-scale deals often produce only modest initial share-price gains before underperforming in later years, which could happen in the merger in analysis (Meli, 2021). In fact, in the automotive sector, the troubled Daimler-Chrysler merger and the more successful Renault-Nissan alliance demonstrate that meticulous execution, strong cultural alignment and prior M&A experience are crucial to transforming projected synergies into lasting value (Barbosa, 2023; Automotive Manufacturing Solutions, n.d.). Finally, the merger´s financial terms and behavioral biases also influenced its value. The agreed share swap implied that PSA shareholders received a premium of 20-30 percent over pre-announcement market prices, broadly in line with industry norms, but high enough to raise questions about potential overpayment (Detroit News, 2019). Under asymmetric information and competitive bidding, the “winner’s curse” describes how the acquiring party, in this case PSA, can end up overpaying for its partner, here FCA, by bidding beyond realistic synergy-adjusted values. While this results in an immediate gain for PSA shareholders via the 20-30 percent premium, it can erode long-term value for FCA’s investors if the anticipated synergies fail to materialize (Meli, 2021). Notably, both PSA and FCA were led by turnaround experienced leaders, Carlos Tavares and Mike Manley, whose success may have fostered overconfidence in their ability to capture and execute those synergies, potentially amplifying hubris risk (Cristóvão, 2021). Nevertheless, the sizeable one-time costs, the complexity of post-merger integrations (including subsequent spin-offs of Faurecia and Comau) and the necessity of capturing full synergies in electrification and autonomous technologies all highlight the persistent tension between strategic ambition and the practical realities of mega-merger execution (Kreitmair, 2020). 3.3. Regulatory Challenges Horizontal mergers often raise red flags for regulators, especially when it comes to competition. Authorities are more likely to step in when a merger would lead to high market concentration. On the other hand, they're less likely to intervene if there’s strong competition from imports, low barriers to entry, if existing players can ramp up production, or if the deal is clearly driven by efficiency gains (Gao et al., 2017). As DePampillis (2021) points out, horizontal mergers tend to face the most scrutiny because they can boost market power and increase industry concentration. In this analysis, we will focus on the role of antitrust regulation in assessing and addressing these potential risks but will not cover anti-takeover regulation, as it was not of significative relevance due to the nature of the transaction, conducted through mutual agreement between both parties. Cross-border mergers, such as the one that led to the creation of Stellantis, are subject to competition assessments in multiple jurisdictions, each with its own legal standards and thresholds. The EU, UK, and US apply different approaches to antitrust regulation, which can result in divergent decisions for the same transaction. This is because antitrust reviews do not follow a single model, they can be conducted under different frameworks depending on the country, such as the SLC test (used in the US and UK) or the SIEC test (used in the European Union). In the specific case of the FCA-PSA merger, the deal 13 was notified to antitrust authorities worldwide, including in China, Japan, South Africa, the US, and Brazil, and was approved in most of these jurisdictions, sometimes with conditions (Slaughter and May, 2021). However, this report focuses on the European Union, as it was the jurisdiction where the approval process was most complex and demanding, raising significant concerns and requiring specific commitments. Furthermore, the EU is also one of Stellantis’s largest markets in terms of sales volume, making it a particularly relevant region for competition analysis. The legal entity with the most direct influence on the FCA-PSA merger was the European Commission, specifically the Directorate-General for Competition (DG Competition) (European Commission, 2020). Its main role was to assess whether the merger would significantly impede effective competition within the European Economic Area (EEA) or in any substantial part of it. The European Commission raised concerns about reduced competition in the market for light commercial vehicles (vans) under 3.5 tonnes in the EEA, particularly in countries where PSA or FCA already hold strong positions. The merger would result in high market shares, especially in smaller van segments with fewer competitors, giving the new entity a significant advantage. Preliminary findings showed that PSA and FCA had been direct competitors, often pricing similarly. Their merger would remove this competitive pressure, potentially leading to higher prices. The Commission also noted high entry barriers in this market, such as the need for extensive service networks, making it hard for new players to enter. This, combined with fewer direct competitors, raised concerns about weakened competition and harm to consumers. Due to these initial concerns, the Commission launched a second in-depth investigation on the deal that was called Phase II (Slaughter and May, 2021). This second investigation focused on competition issues, particularly in the market for light commercial vehicles (LCVs) under 3.5 tonnes in nine EEA Member States (European Commission, 2020). The concern was especially relevant in countries such as Belgium, France, Portugal, Spain, and the UK, where either PSA or FCA already held leading market positions. During the assessment of the merger, the Commission applied the SIEC test (Significant Impediment to Effective Competition), as set out under the EU merger control framework. This test, which evaluates whether a merger might substantially reduce effective competition, was clearly used by the Commission when analysing the potential unilateral effects of the deal in the LCV segment. The investigation revealed that in many of the affected countries, the two companies held very high combined market shares and were close competitors. This raised concerns that the merger would eliminate a key competitive constraint, potentially resulting in higher prices and fewer choices for consumers (Slaughter and May, 2021). Another critical concern identified by the Commission was the existence of high barriers to entry and expansion in the Light Commercial Vehicles (LCV) market. The need for an extensive and established service network makes it difficult for new players to enter and compete at scale. Combined with the already limited number of direct competitors, this further reinforced fears of reduced competition and adverse effects on prices. It's worth noting that no remedies were proposed by the companies during the Phase I review (Slaughter and May, 2021). To address the Commission's concerns and secure approval, FCA and PSA submitted a package of commitments (remedies). The first involved strengthening the existing partnership between PSA and Toyota Motor Europe, whereby PSA would continue to manufacture LCVs for Toyota, sold under the Toyota brand, mainly within the EU. This agreement included an increase in production capacity for Toyota and a reduction in transfer prices for vehicles, parts, and accessories. The second commitment consisted of 14 amending existing repair and maintenance agreements for both passenger cars and light commercial vehicles, to ensure that rival operators would have fairer access to FCA and PSA’s service networks. The Commission found that the first commitment would enable Toyota to remain an effective competitor against the newly merged entity, while the second would help facilitate market entry and expansion by new players. So, these commitments were considered sufficient to preserve effective competition in the market after the merger, according to the Commission (Slaughter and May, 2021). In its final decision, the Commission concluded that the transaction, as modified by the commitments, would no longer raise serious competition concerns within the EEA or any substantial part of it (Slaughter and May, 2021). Specifically, the Commission assessed potential vertical effects and determined that the parties would neither have the ability nor the incentive to engage in input foreclosure (blocking access to essential components) or customer foreclosure (restricting access to customers), in ways that could significantly harm upstream or downstream competition (European Commission, 2021). The decision was taken under Council Regulation (EC) No 139/2004 (the “Merger Regulation”) and Article 57 of the EEA Agreement (European Commission, 2020). Although the FCA-PSA merger was approved, it’s important to note that not all mergers receive clearance, especially if the remedies proposed are insufficient. A notable example is the Siemens-Alstom case, which the Commission blocked. It was found that the deal would have significantly harmed competition in the markets for railway signaling systems and high-speed trains by combining the two largest suppliers in Europe, both of which were also global leaders. The merger would have created an undisputed market leader in certain signaling segments and a dominant player in high-speed trains, reducing competition and limiting customer choice. In this case, the proposed remedies were deemed inadequate to address the raised issues. Hence, this case highlights that when applying the SIEC test, the Commission is fully prepared to prohibit mergers that pose a substantial threat to competition (European Commission, 2019). Another significant regulatory challenge for FCA, PSA and the combined company was compliance with stringent environmental standards, particularly the CO₂ emission targets imposed by the European Union. These regulations require automakers to reduce fleet-wide average emissions, with substantial financial penalties for non-compliance. For instance, FCA entered into an agreement with Tesla in 2019 to pool fleet emissions, paying hundreds of millions of euros to access Tesla’s zero-emission credits in order to meet regulatory requirements (Morris, 2019). Although Stellantis invested heavily in electrification following the merger, leveraging PSA’s EV capabilities to better meet emissions targets without solely depending on pooling, the company remains in a credit pooling arrangement as of 2025. This ongoing reliance illustrates the continued regulatory pressure and the need to invest in cleaner products and operations (Reuters, 2025). Thus, compliance is a key driver of R&D investments, alongside the need to respond to evolving consumer preferences. The merger had to address not only market competitiveness but also future regulatory expectations, establishing environmental compliance as both a strategic and regulatory imperative. 15 3.4. Market Reaction and Performance Most empirical studies examining the effect of M&A announcements on stock prices find that target firms typically experience a significant increase in stock value, while acquiring firms often exhibit either negative or statistically insignificant positive returns (Kellner, 2024). Positive abnormal returns for both the target and the acquirer can be attributed to anticipated benefits from the transaction. In this context, the synergy hypothesis suggests that the combined entity is expected to operate more efficiently and profitably than the individual firms could on their own (Kellner, 2024). Starting with the evolution of the share prices of FCA and PSA over the two years leading up to the closing of the merger. In Figure 1 are highlighted the major announcements and key events related to the merger that will be analyzed in this section. Figure 1 Evolution of FCA (yellow) and PSA (blue) stock prices, and PSA trade volume, between 15-Jan-2019 and 15-Jan-2021. Source: Refinitiv. On May 27, 2019, FCA announced that it had delivered a non-binding letter to the board of Groupe Renault proposing a combination of their respective businesses as a 50/50 merger, following discussions between the two companies. As a result, the discussions between PSA and FCA ceased. PSA shares dropped 3.25%, rebounding the next day (+4.62%), while FCA shares jumped by almost 8%, correcting in the next five days. On October 29, 2019, The Wall Street Journal and, over the following days, several other media outlets reported that PSA and FCA were engaged in discussions regarding a potential business combination. The initial reaction from the market was positive with PSA shares surging by 4.53% and FCA shares 9.9%. However, after the merger was officially announced on October 31 and all the main terms of the deal made public FCA shares surged by another 8.24%, while PSA shares dropped 12.86%, a typical market reaction for the acquiring company. This indicates that, although the deal was publicly framed as a merger of equals, with the two companies going out of their way to make their combination as equal as possible, shedding assets, paying special dividends and distributing board seats, investors saw PSA as paying a premium to acquire FCA. Market reactions and deal structure suggest that PSA acted as the actual buyer, taking on greater risk and making more financial concessions (Ebhardt & Nussbaum, 2019). Even though both sides officially described the transaction as a “merger of equals” in governance and equity terms, PSA effectively paid a 32% premium to assume control of FCA, considering market capitalizations of approximately €20 billion for FCA and €22.6 billion for PSA (Ebhardt & Nussbaum, 2019). Such a large upfront payment suggests that PSA may have been overpaying, consistent with the hubris 16 hypothesis of corporate takeovers, which posits that managers sometimes overestimate their ability to generate post-merger synergies (Roll, 1986; Malmendier & Tate, 2005), especially when they have a successful track record, as was the case here. Moreover, this willingness to pay a substantial premium can also reflect self-interest motivations or empire-building behavior, where executives pursue large transactions to expand their personal power and prestige rather than to maximize shareholder value (Jensen, 1986). On December 18, 2019, prior to the opening of European trading markets, PSA and FCA issued a joint press release announcing the signing of the Combination Agreement, with the market reacting positively and PSA shares rose by 1.36%. However, some of the effects may have already been priced in earlier. Starting on December 12, PSA shares began to show a positive trend, and on December 13, trading volume reached a record high, which could suggest a possible leakage of information prior to the official announcement. In August 2020, the merger agreement was revised, reducing FCA’s special dividend from the initially planned €5.5 billion to €2.9 billion. Additionally, it was agreed that the proceeds from the sale of Faurecia would be distributed to all Stellantis shareholders after the merger, rather than exclusively to PSA shareholders as originally planned. These adjustments allowed Stellantis to retain an additional €2.6 billion in cash on its balance sheet in 2021, thereby strengthening its financial position. It was also agreed that the Boards of both Groupe PSA and FCA would consider either a €500 million distribution to each company’s shareholders prior to closing, or alternatively, a €1 billion distribution to all Stellantis shareholders following the closing. Ultimately, they chose the latter option, with the €1 billion distribution executed on April 15, 2021. The announcement of the amendment to the Combination Agreement was made on September 14, 2020. Following the news, PSA shares initially rose by 2.16% but declined cumulatively by more than 10% over the subsequent four days. In contrast, FCA shares jumped 8.8% on the announcement day, before correcting over the following four trading sessions. Therefore, once again the terms of the deal were perceived as more negative to PSA shareholders. The European Commission cleared up the merger on December 21, 2020. On that day, PSA shares dipped by 1.89% but rebounded the following day with a gain of 2.71%. Notably, on the previous trading day (December 18), more than 100 million PSA shares were traded, more than double the average volume and approximately 3 million more than on the day of official approval. A similar price and volume pattern was observed in FCA shares, potentially indicating again a leakage of information prior to the formal announcement. When Stellantis began trading on January 18, 2021, its shares opened positively, with both the FTSE MIB and CAC 40 responding favorably to the scale of the new combined entity and its announced dividend policy (Smith, 2021). In its first year, Stellantis shares rose by 53.43%, eventually peaking on March 25, 2024 representing a total increase of 134% since the merger took effect. However, the most recent year has been notably negative, with the stock declining by 68% from its peak and falling approximately 25% below its initial trading value. Figure 2 illustrates the performance of Stellantis shares relative to the Euro STOXX Automobiles & Parts index. For most of the period observed, Stellantis' performance tracked closely with the sector benchmark. However, a noticeable divergence began in the second quarter of 2024, following the company's strongest quarter since 2021. This pattern may suggest that the synergies initially anticipated 17 from the merger have started to diminish, potentially indicating a failure to secure a sustainable competitive advantage within the industry. This observation aligns with findings from Martynova and Renneboog (2008), whose broad review of merger waves revealed that many acquisitions result in negative abnormal returns for acquiring firms over the long term. However, it is important to note that assessing long-run performance post-merger is empirically challenging, as it requires extended event windows and must account for various confounding factors that can influence firm performance beyond the transaction itself. Figure 2 Evolution of Stellantis shares (blue) and Euro STOXX Automobile & Parts (white), between January 18, 2021, and June 6, 2025. Source: Refinitiv. Figure 3 compares Stellantis' performance with a selected group of peers, including Ford, General Motors, and Volkswagen. The chart shows that Stellantis outperformed its peers throughout 2023 and the first quarter of 2024. However, this upward trend reversed as the company entered a downturn, coinciding with emerging reports of operational challenges and leadership concerns. In recent months, automakers have been particularly affected by growing uncertainty surrounding U.S. trade policy, especially under the renewed protectionist stance associated with former President Trump's trade agenda. Figure 3 Evolution of the shares price of Stellantis (blue) and selected peers (Ford - violet, Volkswagen - white and GM - yellow), between 2021 and 2025. Source: Refinitiv. The impact of the merger can be assessed through the company’s economic and financial performance, using detailed analysis of productivity, profitability, solvency, and market ratios. In general, these indicators improved significantly and exceeded the expected targets set at the time of the merger, up until 2023. For instance, the EBIT margin more than doubled between 2019 and 2023, and the company achieved €8.4 billion in cost savings, surpassing expectations (Wayland, 2024). Additionally, Stellantis 18 reported net cash of 29.5 billion euros at the end of 2023, equivalent to 36% of its 81 billion market capitalization (Wayland, 2024) (please see Appendix D for more data on Stellantis’ performance). These outcomes reflect that Stellantis delivered or even exceeded its promises regarding financial synergies, cost reductions, and profitability within the anticipated timeframe (Hall, 2024). However, over the past year, these ratios have deteriorated significantly, in parallel with the company's declining stock performance. Recently, the three major credit rating agencies downgraded Stellantis’s credit rating, highlighting the depth of the crisis currently affecting the company. Moreover, R&D intensity remained the same after the merger (<4%), below peers and frontrunners, almost half of Volkswagen (Luzzi, 2024). Despite their commitment to innovation and maintaining competitiveness, external pressures and shifting market dynamics may have influenced their resource allocation strategies, which means the company underperformed in innovation enforcement, electrification and EV transition, lagging competitors such as Volkswagen and Tesla, impacting performance and failing to achieve the main goal of this merger. 4. Critical Analysis and Concluding Remarks Growth strategies are a fundamental pillar of business management and competitive strategy implementation. To succeed in a dynamic global environment, companies must adopt approaches that address emerging challenges while capitalizing on international opportunities. This research examined the strategic merger of FCA and PSA to evaluate whether it improved the combined entity’s performance. The FCA-PSA merger was grounded in solid reasoning backed by many of the classic motivations for horizontal mergers found in the literature (DePamphilis, 2021). In the first three years after the merger, Stellantis delivered on many of its promises, particularly in terms of operational efficiency and financial performance, quickly cutting expenses and selling off non-core businesses to focus on its main brands. The union was initially praised for its synergies and efficiency gains, achieving more than $8 billion in savings well above expectations and posting record results in 2023. However, in 2024, familiar issues reemerged. Ongoing supply chain disruptions may reflect deeper integration challenges, while the company’s lag in innovation and electrification highlights a failure to establish leadership in CASE (Connected, Autonomous, Shared, and Electric) technologies. The company’s situation had deteriorated dramatically: operating margins dropped from 12.8% to just 5.5%, cash flow plunged from +€12.9 billion to - €6 billion, and the stock lost nearly 60% of its value (Winton, 2025). Behind this decline were structural problems. High inventory levels in North America, especially Jeep and Ram models, reflected poor forecasting and weak demand. Electrification efforts lagged, particularly in the U.S., allowing competitors like Tesla and Ford to gain ground. Aggressive cost-cutting, once seen as a strength, triggered supplier disputes, legal battles, and delays in production. Internally, the vast portfolio of 14 brands, once promoted as a competitive advantage, became a drag on performance, with several marques like DS and Alfa Romeo struggling to justify their existence (Ferris, 2024; Winton, 2024). These effects were compounded by cultural and regulatory challenges. Merging two large, crosscontinental organizations, especially during a global pandemic, created real challenges in uniting different cultures, systems, and supply chains. EU antitrust rules also forced concessions that reduced some 19 expected benefits, while failure to achieve EU environmental compliance could result in high fines. Additionally, history shows that big mergers often struggle after an initial boost and paying a 20-30 percent premium can prove detrimental if savings don’t materialize. However, this was not the case, since strong leadership helped capture most synergies by year 4, but lasting success depended on keeping teams aligned, meeting electric-vehicle goals, and handling ongoing market and regulatory pressures. The sudden resignation of CEO Carlos Tavares in December 2024, a year before his contract ended, further shocked stakeholders. Once hailed as the architect of the merger and a financial strategist, his exit followed growing discontent from all corners: suppliers, unions, dealers, and employees. His departure was also linked to internal disagreements with the board, particularly around the future viability of weaker brands (Winton, 2024). Highlighting that even four years later the cultures and interests of the two original companies are still present in the new company, signaling in a certain way an incomplete merger. In conclusion, this case reinforces how M&A often struggles to create long-term value despite short-term gains as empirical evidence presented in the course literature suggested, "in the long run, acquirers in mergers suffer wealth losses" (Sudarsanam, 2010). While initial cost synergies may boost early performance, long-term shareholder returns often disappoint. Stellantis' recent profit warnings and deep stock losses illustrate this reality with Stellantis still falling short of industry leaders in key innovation areas, the risk is that it may find itself back in a similar position to where it stood in 2019. Furthermore, rather than a bold step forward, the merger, particularly for FCA, appeared to have been more about survival. The integration of two large, traditional firms with distinct cultures likely diverted executive focus toward cost savings, at the expense of fostering an innovative mindset and dynamic R&D. Stellantis’ continued underinvestment in innovation, evidenced by R&D intensity remaining below 4%, significantly lower than peers like Volkswagen, has limited its ability to compete at the technological frontier. Nevertheless, this does not invalidate M&A as a strategic tool. Without the merger, both FCA and PSA might have been in a weaker state today. Looking ahead, Stellantis could improve its position by targeting technology-driven acquisitions that fill existing capability gaps, smaller and less complex to integrate, enabling the company to evolve into a more innovative and competitive industry player, focusing more on technological transformation than scale and efficiency. 20 Originally, plagiarism and unethical use of artificial intelligence disclaimer We declare that the present academic work, entitled “Powering the Future of Mobility: FCA and PSA’s merger into Stellantis”, is original and was carried out by the members of the group in accordance with the following academic and ethical standards: • Originality: The ideas, analyses, and conclusions presented are the result of our own work and have not been copied from other sources without proper citation. • References: All sources of information used have been correctly referenced in accordance with the applicable citation standards. • Generative Artificial Intelligence: The use of Generative Artificial Intelligence tools, where applicable, was conducted in a responsible, ethical, critical, and non-abusive manner (Carolina Costa) (Daniela Figueiredo) (Leonor Oliveira) (Mª Francisca André) (Paulo Andrade) 21 References Armstrong, C., Drnevich, P., Irwin, K. & Schijven, M. 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UAW union leaders recommend approval of Fiat Chrysler labor deal. Reuters. https://www.reuters.com/article/business/uaw-union-leaders-recommend-approval-of-fiat- chrysler-labor-deal-idUSKBN1Y82V9/ Reuters. (2025, March 29). Stellantis to buy CO2 credits from Tesla “pool” also in 2025, exec says. Reuters. https://www.reuters.com/sustainability/climate-energy/stellantis-buy-co2-credits-tesla-pool-also2025-exec-says-2025-03-29/ Roll, R. (1986). The hubris hypothesis of corporate takeovers. Journal of Business, 59(2), 197–216. Singh, S. (2020, March 16). Strategic analysis of the Fiat Chrysler Automobiles and PSA Group merger. Forbes. https://www.forbes.com/sites/sarwantsingh/2020/03/16/psa-fca-merger-a-megaindustry-player-in-the-making/ Slaughter and May. (2021, January 13). Competition & Regulatory Newsletter (23 December 2020 – 12 January 2021). https://www.slaughterandmay.com/insights/importedcontent/competition-regulatorynewsletter-23-december-2020-12-january-2021/ Smith, E. (2021, January 18). World’s fourth-largest carmaker rallies on first day of trade after $52 billion merger. CNBC. https://www.cnbc.com/2021/01/18/stellantis-rallies-on-first-day-of-trade-after-52- billion-merger.html S&P Global. (2025, March 6). Global carmaker Stellantis downgraded to “BBB” on weak margin prospects; outlook stable. Spglobal.com. https://disclosure.spglobal.com/ratings/en/regulatory/article/- /view/type/HTML/id/3346533?kw=%25252525257bkeyword%25252525257d 26 Stellantis. (2019, October). Groupe PSA and FCA plan to join forces to build a world leader for a new era in sustainable mobility. https://www.stellantis.com/en/news/press-releases/2019/october/groupe-psaand-fca-plan-to-join-forces-to-build-a-world-leader-for-a-new-era-in-sustainable-mobility Stellantis. (2021, January 4). Merger of FCA and Groupe PSA approved by shareholders: FCA and Groupe PSA expect to complete the combination on January 16, 2021. Stellantis.com. https://www.stellantis.com/en/news/press-releases/2021/january/merger-of-fca-and-groupe-psaapproved-by-shareholders Stellantis (2021). The merger of FCA and Groupe PSA has been completed. Stellantis. www.stellantis.com/en/news/press-releases/2021/january/the-merger-of-fca-and-groupe-psa-hasbeen-completed Strategic Intelligence. (2019, November 25). Are we witnessing one of the worst mergers in corporate history? Verdict. https://www.verdict.co.uk/fca-psa-merger/?cf-view Sudarsanam, S. (2010). Creating value from mergers and acquisitions: The challenges (2nd ed.). Pearson Education Limited. The Editors of Encyclopaedia Britannica. (2025, May 22). PSA Group. Britannica Money. https://www.britannica.com/money/PSA-Peugeot-Citroen-SA Wambach, A. & Elbert, S. (2021, January 19). Stellantis Merger Won’t Be the Last of Its Kind. ZEW. https://www.zew.de/en/press/latest-press-releases/stellantis-merger-wont-be-the-last-of-its-kind Wayland, M. (2024, June 13). Stellantis aims to correct “arrogant” mistakes in U.S. market, CEO says. CNBC; CNBC. https://www.cnbc.com/2024/06/13/stellantis-has-achieved-9-billion-in-cost- reductions-from-merger.html Willems, S. (2019, November 19). French Unions Give FCA-PSA Merger a Tentative Thumbs-up. Thetruthaboutcars.com. https://www.thetruthaboutcars.com/2019/11/french-unions-give-fca-psa- merger-a-tentative-thumbs-up/ Winton, N. (2024). Stellantis shares dive 8% after Tavares leaves. Forbes. https://www.forbes.com/sites/neilwinton/2024/12/02/stellantis-shares-dive-8-after-tavares-leaves/ Winton, N. (2025). Stellantis CEO Filosa to-do list topped by profitability restoration. Forbes. https://www.forbes.com/sites/neilwinton/2025/05/30/stellantis-ceo-filosa-to-do-list-topped-byprofitability-restoration/ 27 Appendix A: Composition of the Board of Directors of Stellantis Composition of the Board of Directors of Stellantis1. 1 Fiat Chrysler Automobiles N.V. (2020). Prospectus dated November 20, 2020: Application for listing and admission to trading in connection with the merger between FCA and Peugeot S.A. 28 Appendix B: Number and volume of M&A transactions in the automotive industry by sub-sector Evolution of M&A transactions in the automotive industry by sub-sector.2 Evolution of M&A transactions number and volume in the automotive industry by activity, between 2015 and 20243. 2 Wambach, A. & Elbert, S. (2021, January 19). Stellantis Merger Won’t Be the Last of Its Kind. ZEW. https://www.zew.de/en/press/latest-press-releases/stellantis-merger-wont-be-the-last-of-its-kind 3 Foucar, D., Correa, P., Yano, Y., Patel, N., & Stein, I. (2025, February 4). M&A in automotive and mobility: Hedging bets until a clear future emerges. Bain & Company. https://www.bain.com/insights/automotive-and-mobility-mand-a-report-2025/ 29 Appendix C: Ranking of automotives companies based on their competitive position in ten industry indicators. GlobalData’s Thematic Screen ranks companies within a sector based on their competitive position in the ten themes that matter most to their industry, generating a leading indicator of future performance4. Thematic Screen Automotive (55 companies) Weighting 10% 15% Batteries Autonomous Vehicles 10% 20% 10% 10% 5% 10% 5% 5% India Electric Vehicles Internet of Things Transport as a service Ecosystems China Generation Hashtag Sustainability Tesla 60,029 TSLA USA 5 4 3 5 5 4 3 4 3 4 100% C o Thematic l Ranking u 1 Intel 250,604 INTC USA 3 5 3 4 5 3 5 5 3 3 2 CATL 25,294 300750 China 5 4 3 5 3 3 3 5 3 4 3 LG Chem 18,061 51910 Korea 5 4 4 5 3 3 3 3 3 4 4 Panasonic 22,367 6752 Japan 5 4 3 5 4 3 2 3 3 4 5 Baidu 41,124 BIDU China 3 4 3 4 4 4 2 5 4 4 6 Alphabet 892,802 GOOGL USA 3 5 4 3 4 5 5 2 4 3 7 Nvidia 129,065 NVDA USA 3 5 3 4 4 4 5 2 4 3 Uber 50,424 UBER USA 3 5 3 3 5 5 5 1 5 4 9 Geely 17,378 175 China 3 4 3 5 4 2 3 5 3 3 10 Toyota 232,882 7203 Japan 3 4 4 5 4 2 3 3 3 4 11 Infineon 26,448 IFX Germany 3 5 3 4 5 3 4 2 3 3 12 STMicroelectronics 21,913 STM France 3 5 3 4 5 3 4 2 3 3 13 NXP 32,207 NXPI Netherlands 3 5 3 4 4 3 5 2 3 3 14 Samsung SDI 13,888 6400 Korea 5 4 3 4 3 3 3 3 3 4 15 Volkswagen 97,685 VOW3 Germany 3 4 4 4 4 2 4 4 3 2 16 Qualcomm 96,931 QCOM USA 3 4 3 4 5 3 4 2 4 3 17 GM 50,479 GM USA 3 5 2 4 4 3 3 4 3 2 18 Aptiv 23,351 APTV USA 3 5 3 3 4 4 4 3 3 3 19 Lyft 13,831 LYFT USA 3 4 3 3 4 5 4 2 5 4 20 BYD 15,716 1211 China 5 2 3 5 3 2 3 4 3 4 21 Honda 51,827 7267 Japan 3 4 4 4 4 2 3 3 3 3 22 Continental 26,833 CON Germany 4 5 3 3 4 2 4 3 3 3 23 Valeo 9,431 FR France 3 4 3 4 4 2 4 3 3 3 24 BMW 52,626 BMW Germany 3 4 3 4 4 3 3 3 2 2 25 SAIC Motor 37,402 600104 China 3 4 3 3 4 2 3 5 3 3 26 Yandex 13,299 YNDX Russia 3 4 3 3 4 4 3 3 3 3 27 ZF Unlisted Unlisted Germany 3 4 3 4 3 3 3 3 3 3 28 Nissan 25,920 7201 Japan 3 4 3 4 4 2 3 3 3 2 29 Tata Motor 7,062TATAMOTORSIndia 3 4 4 4 4 2 3 2 3 2 30 Nio 2,042 NIO China 3 3 3 5 3 2 3 3 3 3 31 Veoneer 1,816 VNE USA 3 5 3 3 3 3 3 3 3 3 32 Schaeffler 1,747 SHA Germany 3 3 3 4 4 3 3 3 3 3 33 290,972 5930 Korea 3 3 4 3 5 3 3 2 4 3 34 450 GMM Germany 3 3 3 3 4 3 3 4 3 3 35 Bosch Unlisted Unlisted Germany 3 4 3 3 4 3 3 3 3 2 36 Daimler 61,352 DAI Germany 3 4 3 3 4 3 3 3 2 2 37 Magna 16,693 MG Canada 3 4 3 3 3 3 3 3 3 3 38 Adient 2,009 ADNT UK 3 4 3 3 3 3 3 3 3 3 39 Hyundai Motor 26,565 5380 Korea 3 3 4 4 3 2 3 2 3 3 40 Faurecia 7,020 EO France 3 4 3 3 3 3 3 3 3 2 41 Joyson 2,681 600699 China 3 3 3 3 4 3 3 3 3 3 42 Denso 35,818 6902 Japan 3 3 3 3 4 2 4 3 3 2 43 Ford 35,248 F USA 3 4 3 3 4 2 3 2 3 2 44 Great Wall 10,400 601633 China 3 3 3 3 3 1 3 5 3 3 45 Dongfeng Autos 1,235 600006 China 3 3 3 3 3 3 3 3 3 3 46 Renault 14,386 RNO France 3 3 3 4 3 2 3 2 3 2 47 BAIC 4,674 1958 China 3 2 3 4 2 1 3 5 3 3 48 Suzuki 21,866 7269 Japan 3 3 4 3 3 2 3 2 3 2 49 Mahindra & Mahindra 9,064 M&M India 3 2 4 4 2 1 3 3 3 2 50 955 DLPH UK 3 2 3 3 4 2 3 3 3 2 51 Autoliv 7,148 ALV Sweden 3 2 3 3 3 2 3 3 3 3 52 Fiat Chrysler 22,826 FCA Italy 3 3 3 2 4 2 3 2 3 2 53 Peugeot 22,489 UG France 3 2 3 3 3 2 3 2 3 2 54 Tenneco 931 TEN USA 3 3 3 1 2 2 3 3 3 2 55 MKT CAP (US$ M) Company Samsung Electronics Grammer Delphi Tech Ticker Country 8 Source: GlobalData, Thomson Reuters 4 Strategic Intelligence. (2019, November 25). Are we witnessing one of the worst mergers in corporate history? Verdict. https://www.verdict.co.uk/fca-psa-merger/ 30 Appendix D: Stellantis’ economic and financial ratios evolution. Evolution of Stellantis’ net cash, capex and capex/sales5. Evolution of Stellantis EV-to-Ebit multiple4. 5 Hall, A. (2024, March 11). Stellantis shares are up 124% since its merger - but they are still cheap. Switzerland; Citywire. cheap/a2437694 https://citywire.com/ch/news/stellantis-shares-are-up-124-since-its-merger-but-they-are-still- 31 Evolution of Sales, Ebit and Ebit Margin 6. Evolution of some profitability ratios of Stellantis, between 2019 and 2024. Evolution of Debt-to-capital ratio of Stellantis and selected peers, between 2019 and 2024. 6 Hall, A. (2024, March 11). Stellantis shares are up 124% since its merger - but they are still cheap. Switzerland; Citywire. https://citywire.com/ch/news/stellantis-shares-are-up-124-since-its-merger-but-they-are-stillcheap/a2437694 32 33
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