Chrysler Receives Ruling From U.S. Tax Authorities
14 September 1998
Chrysler Receives Ruling From U.S. Tax Authorities; DaimlerChrysler Merger to Proceed With 75 Percent MinimumAUBURN HILLS, Mich., Sept. 14 -- Chrysler Corporation and Daimler-Benz announced today that Chrysler has received a private letter ruling from the U.S. Internal Revenue Service addressing certain U.S. tax issues relating to the proposed Chrysler/Daimler- Benz business combination. The receipt of such a ruling is one of the conditions to the business combination. Daimler-Benz and Chrysler also announced today that they will reduce the minimum number of Daimler-Benz shares that must be exchanged in the DaimlerChrysler exchange offer, which is the first step in the proposed business combination, from 80 percent of the outstanding Daimler-Benz shares (determined on a fully diluted basis) to 75 percent (determined on an undiluted basis). The reduction in the minimum number of shares is consistent with the provisions of the private letter ruling. Nevertheless, Daimler-Benz and Chrysler are aiming for a 90 percent level of subscription from Daimler-Benz shareholders for shares of DaimlerChrysler. Should this be achieved, DaimlerChrysler will be able to account for the business combination under a "pooling of interest" method, which is favorable to both company and shareholders alike. In this case, Daimler-Benz shareholders will receive one additional share per 200 shares exchanged -- for example, the rate of exchange will climb from 1:1 to 1:1.005 to the benefit of Daimler-Benz shareholders. Daimler-Benz and Chrysler shareholders have been invited to extraordinary shareholders' meetings on September 18, 1998, during which they will be asked to vote on the proposed merger. In a second step, Daimler-Benz shareholders will be called upon to exchange their Daimler-Benz shares into those of DaimlerChrysler within a period of time extending from September 24 to October 23, when it is anticipated that the offer will end.