PSA to acquire Opel/Vauxhall & GM Financial Euro operations for €2.2B; partnering on electrification and maybe fuel cells
6 March 2017
General Motors and PSA Group announced an agreement under which PSA Group will acquire GM’s Opel/Vauxhall subsidiary and GM Financial’s European operations in a transaction valuing these activities at €1.3 billion (US$1.38 billion) and €0.9 billion (US$0.95 billion, respectively. With the addition of Opel/Vauxhall, which generated revenue of €17.7 billion (US$18.75 billion) in 2016, PSA will become the second-largest automotive company in Europe, with a 17% market share.
GM will also own warrants to purchase shares of PSA. GM and PSA also expect to collaborate in the further deployment of electrification technologies. Existing supply agreements for Holden and certain Buick models will continue, and PSA may potentially source long-term supply of fuel cell systems from the GM/Honda joint venture.
For GM, this represents another major step in the ongoing work that is driving our improved performance and accelerating our momentum. We are reshaping our company and delivering consistent, record results for our owners through disciplined capital allocation to our higher-return investments in our core automotive business and in new technologies that are enabling us to lead the future of personal mobility.
We are very pleased that together, GM, our valued colleagues at Opel/Vauxhall and PSA have created a new opportunity to enhance the long-term performance of our respective companies by building on the success of our prior alliance.—Mary T. Barra, GM chairman and CEO
The transaction will allow substantial economies of scale and synergies in purchasing, manufacturing and R&D. Annual synergies of €1.7 billion (US$1.8 billion) are expected by 2026—of which a significant part is expected to be delivered by 2020, accelerating Opel/Vauxhall’s turnaround. Leveraging the successful partnership with GM, PSA expects Opel/Vauxhall to reach a recurring operating margin of 2% by 2020 and 6% by 2026, and to generate a positive operational free cash flow by 2020.
PSA, together with BNP Paribas, will also acquire all of GM Financial’s European operations through a newly formed 50%/50% joint venture that will retain GM Financial’s current European platform and team. This joint venture will be fully consolidated by BNP Paribas and accounted under the equity method by PSA.
By immediately improving EBIT-adjusted, EBIT-adjusted margins and adjusted automotive free cash flow and de-risking the balance sheet, the transaction will enable GM to lower the cash balance requirement under its capital allocation framework by $2 billion, which it intends to use to accelerate share repurchases, subject to market conditions.
The transaction has a total value of €2.2 billion (US$2.33 billion), for Opel/Vauxhall automotive operations and 100% of GM Financial’s European operations. The transaction value for PSA, including Opel/Vauxhall and 50% of GM Financial’s European operations, will be €1.8 billion (US$1.9 billion).
In connection with this transaction, GM or its affiliates will subscribe warrants for €0.65 billion (US$0.69 billion). These warrants have a nine-year maturity and are exercisable at any time in whole or in part commencing 5 years after the issue date, with a strike price of €1.
The transaction includes all of Opel/Vauxhall’s automotive operations, comprising Opel and Vauxhall brands, six assembly and five component-manufacturing facilities, one engineering center (Rüsselsheim) and approximately 40,000 employees. GM will retain the engineering center in Torino, Italy.
Opel/Vauxhall will also continue to benefit from intellectual property licenses from GM until its vehicles progressively convert to PSA platforms over the coming years.
In connection with the transaction, GM will take a primarily non-cash special charge of $4.0-4.5 billion (US$4.24-4.77).
All of Opel/Vauxhall’s European and UK pension plans, funded and unfunded, with the exception of the German Actives Plan and selected smaller plans will remain with GM. The obligations with respect to the German Actives Plan and these smaller plans of Opel/Vauxhall will be transferred to PSA. GM will pay PSA €3.0 billion (US$3.18 billion) for full settlement of transferred pension obligations.
The transaction is subject to various closing conditions, including regulatory approvals and reorganizations, and is expected to close before the end of 2017.