[ET Net News Agency, 19 December 2019] Dongfeng Motor Group Company Limited (00489)
said on 16 December 2019 (China time), the board of directors has approved to cause its
representatives in PSA Board to vote in favour of the execution of the combination
agreement at the PSA Board meeting on 17 December 2019 (French time), and approved the
execution of the PSA share repurchase agreement and the strategic cooperation agreement.
The combination agreement has been signed between PSA and FCA on 17 December 2019 (French
time), pursuant to which PSA and FCA will effect a strategic combination of their
businesses through a combination transaction involving a cross-border merger of PSA into
FCA, with the resulting company created by the consummation of the cross-border merger
being referred to as the new company.
Under the combination agreement, the company and DMHK conditionally issued an
undertaking letter to PSA on 17 December 2019 (French time), pursuant to which the company
and DMHK undertake, among others, to vote or cause to be voted all shares owned or
controlled by it or as to which it has the power to vote in favour of any decision in
furtherance of the approval of the combination and other transactions contemplated by the
combination agreement that is submitted to the shareholders of PSA. The above-mentioned
undertaking issued by the company and DMHK is subject to approval of the shareholders of
the company.
On 17 December 2019 (French time), DMHK, a wholly-owned subsidiary of the company,
entered into the PSA share repurchase agreement with PSA, pursuant to which PSA agrees to
repurchase and DMHK agrees to sell the 30.7 million shares of PSA held by DMHK (repurchase
shares), and the purchase price per repurchase share offered by PSA shall be equal to the
highest closing trading price of the PSA share on the regulated market of Euronext in
Paris over the five consecutive trading days commencing with (and including) the trading
day following the date on which DMHK notify PSA by email of the decision to 2 proceed with
the sale of the repurchase shares (repurchase transaction) to PSA. DMHK is also entitled
to sell all or part of the 30.7 million shares of PSA to one or several third parties, in
one or several transactions, at any price between 17 December 2019 (French time) and the
sale long stop date.
On 17 December 2019 (French time), the company and PSA have entered into the strategic
cooperation agreement, pursuant to which the parties have agreed on the consolidation and
expansion of the strategic partnership and some specific arrangements regarding DPCA
including financial assistance to DPCA, a jointly-controlled entity owned as to 50% by
each of company and PSA (through its subsidiaries). (RC)