Fiat Chrysler Automobiles is considering a 5 billion euro ($5.6 billion) special dividend, while PSA Group would offload its stake in French supplier Faurecia as part of a potential combination of the automakers, according to people familiar with the matter.

PSA’s sale or spinoff of its holding in Faurecia, worth about 3 billion euros, would help balance its value with that of FCA, said the people, who asked not be named because the information isn’t public.

PSA owns a 46 percent stake in Faurecia, which has a market value of 5.96 billion euros. PSA CEO Carlos Tavares has raised the possibility in the past that PSA could divest the unit some day.

The combined company’s board would have 11 directors: five from PSA, five from FCA and one seat for Tavares, who would keep this CEO role at the new entity, they said.

PSA and FCA confirmed on Wednesday that they are holding discussions aimed at creating one of the world’s leading auto groups.

Discussions on the exact structure of the transaction and board makeup are fluid, the people said.

A merger of FCA and PSA, the No. 2 for car sales in Europe, would create a regional powerhouse to rival Volkswagen, and have a stock-market value of about $49 billion — comparable to Honda Motor.

Under the current proposal, the Agnelli’s holding, Exor, could become the single biggest investor in the combined entity, one of the people said. The carmakers are also discussing forming a Dutch holding company, the people said.

The companies’ talks come several months after Fiat Chrysler and PSA explored a partnership on pooling investment to build cars in Europe, and following the collapse in June of negotiations between the Italian-American carmaker and French competitor Renault.

In any deal with FCA, the French government would play a key role because France is one of the biggest owners of PSA, whose brands also include Opel, Vauxhall and Citroen.

The French finance ministry signaled support for the deal Wednesday, while warning it would scrutinize the jobs impact and governance structure of the new company, as well as its commitment to build a European battery-maker.

No plant shutdowns

Tavares is likely to keep the CEO title at the combined company while John Elkann, scion of the Italian-American automaker’s founding Agnelli family, would be chairman, the people said.

Cost cuts would focus on administrative roles rather than factory jobs, and no plant shutdowns were planned, though that could change, the people said. PSA’s head of human resources told unions Wednesday no plants shutdown were planned in France.

PSA has been floated as a logical merger partner with FCA, because of their complementary product and geographic fit, and the two sides discussed partnership possibilities this year.

However, FCA instead pursued a deal with Renault. Those talks were called off in June due to opposition from the French government stemming from a lack of support from Renault’s Japanese alliance partner Nissan.

FCA is seen as a laggard in new technologies such as electrification and autonomy, which are expected to cost automakers billions of dollars over the next decade.

The company has sought to secure its future with a larger partner for several years, dating back to late CEO Sergio Marchionne’s failed courtship of General Motors. After being rebuffed by GM in 2015, rumors of talks with other automakers have swirled with varying intensity.

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