* Merger to create Fiat Chrysler Automobiles
* Tie-up key to U.S. listing, capital raising to fund growth
* Deal subject to 500 mln euro limit to pay out exit rights
* Shareholders worried about business outlook
* Drop in share price makes exit deal more tempting
By Agnieszka Flak
MILAN, Aug 14 Sergio Marchionne has shown he is determined to let nothing stand in the way of Fiat's merger with Chrysler, but a share price slide may yet force the CEO to hit the brakes on plans to turn the world's No. 7 carmaker into a top player.
Fiat bought out Chrysler at the start of 2014 and both operate as one firm. Marchionne now plans to merge them into a single legal entity Fiat Chrysler Automobiles (FCA) to boost the firm's global clout and pave the way for a U.S. listing he says is key to help fund a 48-billion euro ($64 billion) growth plan.
However, his plan looks to be on shaky ground. The merger cannot go ahead if too many shareholders who disagree with it take up his formal offer to buy their stock at a set price - a legal requirement triggered by Fiat moving its registered offices from Italy to the Netherlands - and recent events make that a possibility.
On top of concerns that Marchionne may be overreaching with his investment plan - to grow net profit five-fold and sales by 60 percent by 2018 - Fiat's recent poor results and weak markets prompted a slide in its shares to their lowest this year and below the 7.727 euro price that Marchionne is offering investors who want to depart when the merger occurs.
Should investors holding around 9 percent of eligible shares decide to sell, that would breach a 500 million-euro payout limit that Fiat has set - and throw the merger into doubt. Fiat would have an opportunity to place the tendered stock to other shareholders and later to the public at the same exit price, an unlikely prospect while the market value remains lower.
"With the share price where it is today, a delay is a possibility," said Andrea Giuricin, a transport analyst at Milan's Bicocca university. "If there is a delay, it would impact Fiat's plans to lure foreign investors and ease its access to cash. Marchionne's attempts to convince the market to the contrary shows he is getting a bit nervous."
Fiat said itself in a July SEC filing that a delay could "negatively affect Fiat's business plans and operations". But as the fall in Fiat shares heightened that risk, so its CEO has downplayed it.
"I'm absolutely unfazed by all this," Marchionne said last week. "Even if the merger were not to happen as described... none of our plans presented in May are going to be impacted."
BUMPS AND WORRIES
On the approach to the merger Marchionne hit bumps in the road he did not expect: His core North American market is weakening, Italy slid back to recession in the second quarter, and conflicts from the Middle East to Russia have dampened investors' appetite for risk in equity markets.
In addition two proxy advisory firms, offering independent voting recommendations as a service to institutional investors, recommended a vote against the merger on the grounds that it decreased investor rights and tightened the grip on the company by the Agnelli family through a loyalty scheme put in place as part of the merger to reward long-term investors.
The merger was approved by 84 percent of shares represented at the meeting, but some institutional investors, including Norway's sovereign wealth fund and the People's Bank of China, voted against, according to the minutes. Neither would comment on the vote.
Some individual shareholders expressed their concerns over Fiat moving its registered offices away from Italy, its home for the past 115 years, and also raised worries that the share price would suffer once the stock's primary listing moved to New York.
In the end the hold-up may simply be down to a technicality. Against the price Fiat had to set to pay off dissenting investors - the 7.727 euros a share is based on the stock's six-month average - its Thursday closing price of 7.33 euros makes that offer still a generous one.
Eligible investors have until Aug. 20 to tell Fiat whether they plan to cash in on their exit rights. The carmaker will announce the number of shares for which exit rights have been exercised in the week of Sept. 1.
If a critical mass of investors breaches the cap Marchionne has set, he has said he will start the merger process again - effectively meaning a delay of several months.
However, with the stock's recent fall, a new merger attempt would lead to a lower exit price, making it easier to keep the outlay below the payout cap the second time around.
Marchionne has warned that investors would be taking "an enormous risk" by exercising the exit rights, because their shares could be locked up for as long as six months before the outcome is known - and then left in their possession if the cap is breached.
Marchionne is counting on the merger and the U.S. listing to help pay for a relaunch of its Alfa Romeo and Maserati brands, export Jeeps globally, and take all three to fast growing Asian markets, where the group is currently weak.
That investment plan's targets and timelines look ambitious to even the most optimistic of analysts, most of whom say capital raising of some sort is needed to make it affordable.
Fiat had 18.5 billion euros of cash at end-June, but nearly 32 billion in debt. Its financing costs are high and margins are weakening - operating margin stood at 2.7 percent in the first half of this year.
It is also valued below its European peers, trading at 2.6 times enterprise value to forecast core earnings (EV/EBITDA) compared to the median of 4.3 times for the sector in Europe.
Fiat has ruled out asset sales and a share issue for now, but may go for a mandatory convertible bond. However, Marchionne said any decision on financing would only be taken after FCA was created and with a delay, this would be pushed out as well.
A delay to the planned October New York listing could also complicate an already challenging U.S. offensive. Marchionne believes a Wall Street ticker is necessary to set up Fiat as a player able to rival the likes of Germany's Volkswagen and BMW, but after a lukewarm response to last year's U.S. debut of sister company CNH Industrial , he expects it will take time for Fiat to lure U.S. investors.
Meanwhile the U.S. car industry growth cycle is about to peak, say analysts.
"If they had listed earlier, they would have had a longer runway of growth and in growth times people forget about any company shortcomings," said Sanjeev Varma, managing director at investment bank Teneo Capital.
Fiat has repeatedly missed sales targets, seen its European business lose share and plunged into losses during a six-year market slump. But those who have concerns about the company's ability to hit its growth targets also acknowledge that Marchionne has surprised in the past.
The carmaker "is embarking on massive investments and will not generate any cash" in the near future, said Bernstein analyst Max Warburton. "But with Fiat, the consensus seems to be that Marchionne was born to fix stuff and will do so. He'd be bored if it was easy." (1 US dollar = 0.7483 euro) (Additional reporting by Laurence Frost in Paris; Editing by Sophie Walker)