UPDATE 1-Norway's wealth fund voted against Fiat-Chrysler merger

Thu Aug 7, 2014 9:09am EDT

(adds details, background)

By Stefano Rebaudo

MILAN Aug 7 (Reuters) - Norway's sovereign wealth fund was the single largest shareholder to vote against Italian carmaker Fiat's merger with its U.S. unit Chrysler, according to minutes of the Aug. 1 shareholder meeting.

Norges Bank, which registered for the shareholder meeting with a 2.15 percent stake, declined to say on Thursday why it voted against the tie-up or whether it would exercise its right as a dissenting investor to sell its shares in Fiat.

The merger was approved by a two-third majority of shareholders at last week's meeting, with about 8 percent voting against.

But it could still fall apart if enough dissenting investors sell their shares for a cash compensation - a right granted to them under Italian law given the carmaker's decision to move its headquarters and fiscal domicile away from its Italian homebase.

Chief Executive Sergio Marchionne wants to merge Fiat and Chrysler into the world's No.7 auto group before a New York listing, a move that should help it fund an ambitious investment plan.

However, Fiat has said that if it has to pay more than 500 million euros ($668 million) to dissenting shareholders - equivalent to just over 5 percent of Fiat shares at the cash exit price - the merger would not go ahead.

People's Bank of China also voted against the merger with a portion of its 2 percent stake.

Among those that voted in favour was Vanguard International Growth Fund, another key investor with 2.4 percent of Fiat.

Two shareholder advisers, ISS and Frontis Governance, recommended a vote against the merger saying a loyalty scheme put in place as part of the deal would give too much power to holding group Exor, owned by the Agnelli family.

The family controls Fiat Chrysler with a 30 percent stake but its voting power could rise to as much as 46 percent.

A filing by Italian stock market watchdog Consob showed this week that Norges Bank had cut its stake in Fiat to 1.338 percent on July 31, a day before the shareholder meeting.

Under the terms of the merger deal, dissenting investors can sell their shares for a cash exit price of 7.727 euros, well above Fiat's current stock price of 6.75 euros a share.

The shares have suffered a marked drop this week amid concern the merger could be derailed.

Shareholders have until Aug. 20 to decide whether to exercise their exit right.

(1 US dollar = 0.7481 euro) (Reporting by Stefano Rebaudo, writing by Silvia Aloisi; Editing by Lisa Jucca and Mark Potter)

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