PSA - 2019 Universal Registration Document

GROUPE PSA Risk factors DPEF.B

The combined companymay fail to realize some or all of the anticipatedbenefitsof the merger,which could adverselyaffect the valueof the shares of the combined company. The Groupand FCA currentlyoperate,and up to the closingof the merger will continue to operate, independently as separate companies.The successof the mergerwill depend,in part, on the combinedcompany’sabilityto realizethe anticipatedcost savings, synergies,growthopportunitiesand other benefitsfromcombining the businesses.The achievementof the anticipatedbenefitsof the merger is subject to a number of uncertainties,includinggeneral competitivefactors in the marketplaceand whether the Group is able to integrateits businesswithFCA’sbusinessin an efficientand effectivemannerand establishand implementeffectiveoperational principles and procedures. Failure to achieve these anticipated benefitscouldresultin increasedcosts,decreasesin the revenuesof the combinedcompanyand diversionof management’stime and energy, and could materially impact the combined company’s business,cash flows, financialconditionor results of operations.If the combinedcompany is not able to successfullyachieve these objectives, the anticipated cost savings, synergies, growth opportunitiesand other benefitsthat the Group expect to achieve as a resultof the mergermay not be realizedfully, or at all, or may take longerthan expected to realize. Thecombinedcompanywill haveto devotesignificantmanagement attentionand resourcesto integratingthe business practicesand the operationsof the Groupand FCA. Potentialdifficultiesthat the combined company may encounter as part of the integration processincludecomplexitiesassociatedwithmanagingthebusiness of the combined company, such as difficulty integrating manufacturingprocesses,systems and technology,in a seamless manner,as wellas integratingtheworkforcesof the twocompanies. In addition, the integration of the Group’s business and FCA’s businessmay result in additionaland unforeseenexpenses,capital investments and financial risks, such as the incurrence of unexpectedwrite-offs,the possibleeffectof adversetax treatments and unanticipatedor unknown liabilities relating to FCA or the merger.All of these factors could decreaseor delay the expected accretive effectof themerger. It is possiblethat the integrationprocess could take longer or be more costly than anticipated or could result in the loss of key employees,the disruptionof eachcompany’songoingbusinessesor inconsistencies in standards,controls,proceduresand policiesthat adverselyaffect the ability of the combinedcompanyto maintain relationshipswith suppliers,customersand employees,to achieve the anticipatedbenefitsof themergeror maintainqualitystandards. An inability to realize the full extent of, or any of, the anticipated benefits of the merger, as well as any delays encounteredin the integrationprocess,couldhave an adverseeffecton the combined company’s business, cash flows, financial condition or results of operations,which may affect the value of the combinedcompany shares following the consummation of the merger.

Regulatory authorities may impose conditions, and any such conditionsmayhavethe effectof delayingthe consummationof the merger or imposing additional material costs on, or materially limiting, the revenues of the combined company following the consummationof the merger.In addition,any such conditionsmay result in the delay or abandonmentof the merger.The Group and FCAmay each terminatethe combinationagreementif the merger has not been completedby June 30, 2021 as a resultof a failureto obtain the required approvals from the applicable antitrust regulatoryauthorities. Failureto timelycompletethe mergercouldnegativelyaffectthe Group’s business plan and operations and shareprice. Theobligationof theGroupandFCAto effectthemergeris subject to variousclosingconditions,someof whicharebeyondtheGroup’s controland the controlof FCAandanyof whichmayprevent,delay or otherwisemateriallyadverselyaffect the consummationof the merger. The consummationof the merger is conditioned upon, among other conditions, (i) the approval of the merger by the Group’sshareholdersandby the FCAshareholders; (ii) the approval from the NYSE, the EuronextParis and the MTA for listing of the combined company’s common shares; (iii) the effectiveness of FCA’s registrationstatementon Form F-4; (iv) the receipt of the requiredapprovalsfromantitrustauthorities;(v) the receiptof any consents necessary to be obtained in order to consummatethe merger;(vi) the receiptof ECB clearance;and (vii) the absenceof injunctionsor restraintsof any governmentalentitythat prohibitor makeillegalthe consummationof themerger,but onlyto the extent that any failure to complywith such prohibitionwould reasonably be expectedto result in a substantialdetrimentto the combined company. The Group cannot provide any assurance as to when these conditionswill be satisfiedor waived, if at all, or that other eventswill not interveneto delayor resultin the failureto complete the merger.Any delay in completingthe merger could preventor delay the combined company from realizing some or all of the anticipatedcost savings,synergies,growthopportunitiesand other benefits that the Group expects to achieve if the merger is successfullycompletedwithin the expected time frame. Themarketpriceof PSAordinarysharescurrently,and in the period prior to termination, if the combination agreement were to be terminated,may reflect a market assumptionthat the merger will occur.If the mergeris not completedfor any reason,includingas a resultof the Group’sshareholdersand FCA’sshareholdersfailingto approvethe merger,the business,cash flows,financialconditionor results of operations of the Group may be materially adversely affected. Without realizing any of the anticipated benefits of completingthe merger,the Groupwouldbe subjectto a numberof risks, including: the Groupmay experiencenegativereactionsfrom the financial n markets, including a decline of itsshareprice; the Groupmayexperiencenegativereactionsfromits customers, n suppliers, regulators andemployeesandotherstakeholders ; and the Group may be adversely affected by the substantial n commitments of time and resources undertaken by its managementteam in connectionwith the merger,which would otherwisehavebeendevotedto day-to-dayoperationsandother opportunities thatmayhavebeenbeneficialto theGrouphad the mergernot been contemplated.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT