Following approval by the Boards of Directors of Renault Group and Nissan Motor, the Renault-Nissan-Mitsubishi alliance has entered into a new binding framework agreement with the aim to maximize value creation for all Alliance stakeholders through high-value-creation operational projects in Latin America, India and Europe, Enhanced strategic agility with new initiatives that partners can join and a rebalanced Renault Group-Nissan cross-shareholding and reinforced Alliance governance.
With a view to reaching definitive agreements by the end of the first quarter of 2023. The transactions envisioned in these definitive agreements would be subject to a limited number of conditions precedent, including regulatory approvals, and completion is expected to take place in the fourth quarter of 2023. The extensive programme paves the way for the strengthening of the 24-year partnership for the three alliance members.
High-value-creation operational projects
A year after defining the Alliance's 2030 roadmap, the companies announced the consideration of new key projects in Latin America, India, and Europe with the goal of delivering large-scale benefits for Alliance members across the three dimensions - markets, vehicles, and technologies. These value-creating projects would be advantageous for each company in the long run, while cost avoidance and cost-sharing would be advantageous in the short run.The four projects to be considered in Latin America include:
1) Development of a new half-ton pick-up truck by Renault Group which would be shared with Nissan in Argentina.
2) Renault to manufacture the pick-up trucks in Cordoba, Argentina for both Renault and Nissan. While a one-ton pick-up would continue the successful collaboration of the Nissan Frontier and Renault Alaskan family,
3) Nissan to manufacture a new model for the Renault Group in Mexico, making it the first Renault vehicle to be produced there in 20 years.
4) Moreover, Nissan and Renault Group would commercialize two common accessible A-segment Electric Vehicles which are based on the CMF-AEV (Common Module Family) platform.
India
1) Regarding India and export, Renault Group and Nissan would collaborate on several new vehicle projects including new SUVs shared by both Renault Group and Nissan and a New Nissan car based on Renault Triber.
2) Additionally, as in Latin America, Nissan and Renault Group are also considering common A- segment electric vehicles.
2) Additionally, as in Latin America, Nissan and Renault Group are also considering common A- segment electric vehicles.
Europe
1) Renault Group and Mitsubishi Motors would leverage the assets of Renault Captur and Clio to develop 2 new vehicles with the next-gen ASX and Colt based on the CMF-B platform.
2) Renault Group would launch FlexEVan on the LCV market, as its first Software-Defined Vehicle from 2026 and share it with Nissan in Europe.
3) Nissan and Renault Group would partner for the next generation of C-segment Electric Vehicles for their line-ups after 2026. Nissan and Renault Group will continue to share technologies on their European vehicles to achieve benchmark charging times, including potential usage of common 800-volt architecture.
4) These initiatives would build on existing commitments including plans for the future Nissan compact Electric Vehicle (B-segment), based on the CMF-BEV platform, which is expected to be manufactured at Renault Group’s ElectriCity facility in France from 2026.
2) Renault Group would launch FlexEVan on the LCV market, as its first Software-Defined Vehicle from 2026 and share it with Nissan in Europe.
3) Nissan and Renault Group would partner for the next generation of C-segment Electric Vehicles for their line-ups after 2026. Nissan and Renault Group will continue to share technologies on their European vehicles to achieve benchmark charging times, including potential usage of common 800-volt architecture.
4) These initiatives would build on existing commitments including plans for the future Nissan compact Electric Vehicle (B-segment), based on the CMF-BEV platform, which is expected to be manufactured at Renault Group’s ElectriCity facility in France from 2026.
Beyond the vehicle: Cooperation in Distribution, Aftersales, Charging Infrastructure and Batteries
1) In Europe, the scope of collaboration would go beyond the vehicles to cover the lifecycle from distribution to usage, to recycling and end-of-life.
2) Distribution, Aftersales & Sales Financing: Renault Group, Nissan and Mitsubishi Motors are working on shared opportunities within the distribution network to support and increase dealer profitability and reduce their respective costs:
a) By increasing the number of shared outlets in key markets.
b) By developing common strategies on Used Cars, After Sales and Sales Financing, leveraging the strong presence of Mobilize Financial Services in Europe.
3) Electric vehicle (EV) charging infrastructure: Renault Group and Nissan are considering jointly deploying charging infrastructure in Europe at both Renault Group and Nissan dealerships.
4) Circular Economy: Renault Group and Nissan plan to select common battery recycling partners for their end-of-life batteries and production scraps.
2) Distribution, Aftersales & Sales Financing: Renault Group, Nissan and Mitsubishi Motors are working on shared opportunities within the distribution network to support and increase dealer profitability and reduce their respective costs:
a) By increasing the number of shared outlets in key markets.
b) By developing common strategies on Used Cars, After Sales and Sales Financing, leveraging the strong presence of Mobilize Financial Services in Europe.
3) Electric vehicle (EV) charging infrastructure: Renault Group and Nissan are considering jointly deploying charging infrastructure in Europe at both Renault Group and Nissan dealerships.
4) Circular Economy: Renault Group and Nissan plan to select common battery recycling partners for their end-of-life batteries and production scraps.
Enhanced strategic agility with new initiatives that partners can join
In the second area of enhanced cooperation, all three Alliance companies agreed to explore their existing strategies in electrification and low-emission technologies by investing and collaborating in respective member company projects that could provide incremental value to each individual business.
These agile strategic initiatives are designed to complement the business plans of member companies, including Nissan Ambition 2030 and Renaulution, as each business leverages commonality and investment opportunities to deliver on their respective goals for sustainable growth and targets for decarbonization.
These agile strategic initiatives are designed to complement the business plans of member companies, including Nissan Ambition 2030 and Renaulution, as each business leverages commonality and investment opportunities to deliver on their respective goals for sustainable growth and targets for decarbonization.
The areas of collaboration under consideration include:
1) Nissan’s intention is to invest up to 15 per cent in Ampere, Renault Group’s EV and Software entity in Europe, with the aim to become a strategic investor. Through this intended investment in Ampere Nissan would enhance and accelerate new business opportunities for Nissan in Europe.
2) Mitsubishi Motors would consider investing in Ampere.
3) Nissan and Mitsubishi Motors would become customers of Renault Group’s Horse project, an initiative to achieve further scale and market coverage for its low-emission internal combustion engine (ICE) and hybrid powertrain technologies.
These initiatives would complement ongoing areas of technology collaborations such as All-Solid-State Batteries (ASSB), Software-Defined Vehicles (SDV), Advanced Driver Assistance Systems (ADAS) and autonomous driving.
2) Mitsubishi Motors would consider investing in Ampere.
3) Nissan and Mitsubishi Motors would become customers of Renault Group’s Horse project, an initiative to achieve further scale and market coverage for its low-emission internal combustion engine (ICE) and hybrid powertrain technologies.
These initiatives would complement ongoing areas of technology collaborations such as All-Solid-State Batteries (ASSB), Software-Defined Vehicles (SDV), Advanced Driver Assistance Systems (ADAS) and autonomous driving.
Rebalanced cross-shareholdings between Renault Group and Nissan to enable future collaboration
1) Nissan and Renault Group would retain a 15% cross-shareholding, with a lock-up obligation, as well as a standstill obligation.
2) Renault Group would transfer 28.4% of Nissan shares into a French trust. The entrusted shares would be voted neutrally, except for:
a) The election or dismissal of the directors of Nissan nominated by Renault, (where the trustee would vote as directed by Renault);
b) The election or dismissal of directors who are nominated by the Nissan Nomination Committee, other than the Renault Group nominees (where the trustee should vote in favour of the Nissan Nomination Committee decisions and proposals).
c) Shareholder proposals not supported by the Nissan board of directors (where the trustee should abstain).
3) Renault Group would continue to fully benefit from the economic rights (dividends and shares’ sale proceeds) from the entrusted shares until such shares are sold. The transfer to the trust would trigger no impairment in Renault Group financial statements.
4) As a result of the transfer of the 28.4% of Nissan shares to the trust, Nissan would be able to exercise its voting rights attached to its shareholding in Renault Group.
5) The voting rights of Renault Group and Nissan would be capped at 15% of the exercisable voting rights, with both companies able to freely exercise their voting rights within a such limit.
6) Renault Group would instruct the trustee to sell the entrusted Nissan shares if commercially reasonable for Renault Group, but it has no obligation to sell the shares within a specific pre-determined period of time.
7) Renault Group would have full flexibility to sell the Nissan shares held in the trust, within a coordinated and orderly process with Nissan, in which Nissan would benefit from a right of first offer, to its or the benefit of a designated third party.
2) Renault Group would transfer 28.4% of Nissan shares into a French trust. The entrusted shares would be voted neutrally, except for:
a) The election or dismissal of the directors of Nissan nominated by Renault, (where the trustee would vote as directed by Renault);
b) The election or dismissal of directors who are nominated by the Nissan Nomination Committee, other than the Renault Group nominees (where the trustee should vote in favour of the Nissan Nomination Committee decisions and proposals).
c) Shareholder proposals not supported by the Nissan board of directors (where the trustee should abstain).
3) Renault Group would continue to fully benefit from the economic rights (dividends and shares’ sale proceeds) from the entrusted shares until such shares are sold. The transfer to the trust would trigger no impairment in Renault Group financial statements.
4) As a result of the transfer of the 28.4% of Nissan shares to the trust, Nissan would be able to exercise its voting rights attached to its shareholding in Renault Group.
5) The voting rights of Renault Group and Nissan would be capped at 15% of the exercisable voting rights, with both companies able to freely exercise their voting rights within a such limit.
6) Renault Group would instruct the trustee to sell the entrusted Nissan shares if commercially reasonable for Renault Group, but it has no obligation to sell the shares within a specific pre-determined period of time.
7) Renault Group would have full flexibility to sell the Nissan shares held in the trust, within a coordinated and orderly process with Nissan, in which Nissan would benefit from a right of first offer, to its or the benefit of a designated third party.
Voting rights & governance
1) As a result of the new arrangements, the governance agreement entered into on February 04, 2016, between Renault Group and the French State related to its shareholding in Renault Group would be terminated. This would enable the French State to exercise freely all its voting rights in Renault Group.
2) Renault Group would remain entitled to nominate two representatives on Nissan’s board of directors, and Nissan would remain entitled to nominate two representatives on Renault Group’s Board.
3) The Alliance Operating Board would remain the coordination forum for Renault Group, Nissan and Mitsubishi Motors.
2) Renault Group would remain entitled to nominate two representatives on Nissan’s board of directors, and Nissan would remain entitled to nominate two representatives on Renault Group’s Board.
3) The Alliance Operating Board would remain the coordination forum for Renault Group, Nissan and Mitsubishi Motors.
