Published September 05, 2013
Fiat SpA may have to wait until 2015 before a judge will decide the price the Italian automaker would have to pay to buy out a minority shareholder of its Chrysler business, according to court filings.
Delaware judge Donald Parsons should allow a "reasonable time" to prepare for a trial to decide what Fiat must pay to buy part of the 41.5 percent Chrysler stake held by a United Auto Workers healthcare trust, according to a filing by the trust.
The UAW became Chrysler's second-largest shareholder when Chrysler emerged from bankruptcy in 2009 and the union swapped future healthcare payments owed to it for a stake. The healthcare trust, known as VEBA, manages those healthcare benefits on behalf of the union.
Fiat is expected to buy the stake and then merge the two manufacturers to create the world's seventh-largest auto group by sales.
The trust said in a Wednesday letter to Judge Parsons that it has been unable to negotiate a trial schedule with Fiat, which filed the lawsuit in September 2012. The healthcare trust wants the judge to set a trial in January 2015, while Fiat has pushed for a trial in May, which the trust described as "an aggressive schedule."
Fiat fired back in a letter on Thursday that it would fly executives to the United States for depositions to help meet its request for a May trial. The car maker also said it was demanding only a limited number of documents from the trust and said it would devote itself to turning over all requested evidence by September 18.
In July, Parsons ruled in favor of Fiat on key legal positions in the dispute, but stopped short of ordering the trust to sell 54,154 Chrysler shares for $139.7 million, as Fiat sought.
VEBA put the value of those shares at $343.1 million.
The trust said in its filing with the Delaware Court of Chancery that a decision on the price tag would require accounting experts as well as testimony by those who negotiated the agreement. That agreement mandated any disputes would be settled in the Delaware court, which is a favored venue for business disputes partly because of its reputation for speed.
The dispute covers the first of five call options that will allow Fiat to acquire 16.6 percent of Chrysler over time. In total, the difference between the two sides could amount to more than $1 billion.
The options were negotiated in 2009, when Fiat gained control of Chrysler after the U.S. carmaker filed for bankruptcy.
Fiat runs the two carmakers as a single company, but wants to buy the rest of Chrysler to cut borrowing costs and to tap into Chrysler's cash flow.
Fiat said after Parsons' ruling in July that it was confident the case would be resolved in its favor.
The case is Fiat North America LLC v UAW Retiree Medical Benefits Trust, Delaware Court of Chancery, No. 7903
(Reporting by Tom Hals in Wilmington, Del.; editing by Matthew Lewis, Bernard Orr)