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Fiat shareholders vote in favour of Chrysler merger, shifting centre of gravity from Italy

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TURIN, Italy - Fiat shareholders voted Friday overwhelmingly in favour of a merger with Chrysler that has been five years in the works and will shift the 115-year-old carmaker's centre of gravity abroad.

The approval paves the way the new company, to be called Fiat Chrysler Automobiles NV, to list its shares in the U.S., likely by mid-October. It will be legally based in the Netherlands and have its fiscal home in Britain.

A caveat to the merger remains. Dissenting shareholders have a couple of weeks to opt out, cashing in their shares at 7.727 euros ($10.35), about 7 per cent above current share price. Bondholders have a longer opt-out period of 60 days.

If the total request exceeds 500 million euros, CEO Sergio Marchionne said the merger would be off __ temporarily.

"If it should go badly, we will come back at another time," Marchionne told reporters. He said he set the 500-million-euro ceiling as "the amount I was willing to pay."

A total of 84 per cent of shares represented at the assembly were cast in favour of the merger. The votes against represent some 8 per cent of total shares, which would easily put demand over the 500 million-euro cap. However, the vote is not necessarily indicative of a desire to cash out: A number of the shareholders said they were voting against for sentimental reasons, citing Italy's loss of prominence in the Fiat universe, but that they intended to stay on as shareholders.

A mechanism would allow Fiat to save the merger even if more than 5-per cent of shareholders opt out, maxing out the pay-out pot. If Fiat's share price surges above the buyout price, it could reoffer the tendered shares to existing shareholders to get below the ceiling, Marchionne explained.

Chairman John Elkann, whose family controls 30 per cent of Fiat's shares, said they would not see a postponement of the merger as a failure. "We are hopeful," he said.

Marchionne told the more than 1,200 shareholders present at what is likely to be the last assembly in Turin, Fiat's birthplace, that the alliance has already made Fiat and Chrysler the seventh-largest automaker in the world, producing 4.4 million cars last year.

He is betting that the combined company, boosted by 48 billion euros ($67 billion) in planned investments in part to push Italian production toward higher-margin luxury models, would have the capacity to produce 7 million cars a year by 2018.

But Marchionne also acknowledged that markets were skeptical of his ambitions. Shares in Fiat have dropped 14 per cent since he laid out Fiat Chrysler's five-year plan in May.

"We almost went bankrupt in 2004 as Fiat and Chrysler did go bankrupt in 2009," Marchionne said. "Sinners have to bear the burden of proving themselves. We are willing to pay the price."

Fiat took over Chrysler as it emerged from bankruptcy in June 2009, in a no-cash deal that traded a 20-per cent share for small-car technology and management expertise.

Fiat, in exchange, got entry into the North American and Asian markets where it was struggling for a foothold.

It completed the purchase of the shares it didn't already own in January, setting the stage for the merger.

Rumours of yet another industrial merger have been swirling around Fiat in recent weeks, with reports of talks with European mass-market carmakers Volkswagen and Peugeot PSA.

"They haven't come from us," Marchionne said.

While he has dismissed the rumours, he also has made clear he is open to talking to anyone in a bid to drive down the monumental costs of vehicle platforms.

The CEO has long argued that the industry needs more consolidation to take out overcapacity, particularly in Europe. "I think there are a couple of plays left on the larger scale that need to be played out. When they happen, I can't tell you," he said Friday.

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