CNH Global to Merge with Fiat Industrial
The Special Committee (the "Special Committee") of the Board of Directors of CNH Global N.V. (NYSE: CNH) ("CNH") today announced that it has recommended the merger agreement entered into today between CNH and Fiat Industrial S.p.A. (OTC: FNDSF) ("FI"). The terms of the transaction (the "Transaction") are as follows:
FI and CNH will merge into a newly-formed company organized in the Netherlands ("NewCo").
CNH shareholders will receive 3.828 NewCo shares for each CNH share and FI shareholders will receive one NewCo share for each FI share.
CNH shareholders will also receive a special cash dividend of $10 per CNH share to be paid to CNH shareholders prior to December 31, 2012, to the extent possible, and in any event prior to the closing of the merger; the special cash dividend to be received by FI on its 88% of the CNH shares will be deferred and paid only in the event that the merger agreement is terminated.
NewCo would adopt a loyalty voting structure. Under the loyalty voting structure, shareholders that participate in the shareholders' meeting of FI and CNH to consider the Transaction and continue to hold their shares until closing, regardless of how they vote,