Fiat Industrial and CNH Global Announce Name of Company to Result From Mergers
06 Junho 2013 - 10:30AM
Marketwired
Fiat Industrial S.p.A. (FI.MI) and CNH Global N.V. (NYSE: CNH)
announced today that the name of the Fiat Industrial subsidiary, FI
CBM Holdings N.V., into which Fiat Industrial and CNH are proposed
to be merged, will be changed to CNH Industrial N.V. ("CNH
Industrial").
If the mergers are approved by the requisite votes of the Fiat
Industrial shareholders and the CNH shareholders, Fiat Industrial
and CNH will each be merged into CNH Industrial. CNH Industrial's
shares will be listed on the New York Stock Exchange and shortly
after the closing of the merger on the Mercato Telematico Azionario
managed by Borsa Italiana.
The merger agreement contains customary representations and
warranties and the mergers are subject to customary closing
conditions, including a condition capping the exercise of
withdrawal rights by Fiat Industrial shareholders and opposition
rights by Fiat Industrial creditors, at EUR 325 million in the
aggregate. The mergers are also subject to approval by the
shareholders of each of Fiat Industrial and CNH. Fiat Industrial,
as 87% shareholder of CNH, has agreed to vote its CNH shares in
favor of the merger at the CNH shareholders' meeting. The merger is
expected to close during the third quarter of 2013.
Fiat Industrial S.p.A. is a global leader
in the capital goods sector that, through its various businesses,
designs, produces and sells agricultural and construction equipment
(CNH Global N.V.), trucks, commercial vehicles, buses and special
vehicles (Iveco S.p.A.), in addition to engines and transmissions
for those vehicles and for marine applications (FPT Industrial
S.p.A.). Present in all major markets worldwide, Fiat Industrial is
focused on expanding its presence in high growth markets, including
through new joint ventures. Further information on Fiat Industrial
Group and its businesses is available on the corporate website
www.fiatindustrial.com.
CNH Global N.V. is a world leader in the
agricultural and construction equipment businesses. Supported by
approximately 11,500 dealers in approximately 170 countries, CNH
brings together the knowledge and heritage of its Case and New
Holland brand families with the strength and resources of its
worldwide commercial, industrial, product support and finance
organizations. CNH Global N.V., whose stock is listed on the New
York Stock Exchange (NYSE: CNH), is a majority-owned subsidiary of
Fiat Industrial S.p.A. (FI.MI). Further information on CNH and its
Case and New Holland products can be found on the corporate website
www.cnh.com.
This document does not constitute an offer to exchange or sell
or an offer to exchange or buy any securities.
An offer of securities in the United States pursuant to a
business combination transaction will only be made through a
prospectus which is part of an effective registration statement
filed with the U.S. Securities and Exchange Commission. CNH Global
N.V. ("CNH") and Fiat Industrial S.p.A. ("Fiat Industrial")
shareholders who are U.S. persons or are located in the United
States are advised to read the registration statement when and if
it is declared effective by the U.S. Securities and Exchange
Commission because it will contain important information relating
to the proposed transaction. You will be able to inspect and copy
the registration statement relating to the proposed transaction and
documents incorporated by reference at the SEC's Public Reference
Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
CNH's SEC filings are also available to the public at the SEC's web
site at http://www.sec.gov. In addition, Fiat Industrial will make
the effective registration statement available for free to
shareholders of CNH and Fiat Industrial in the United States.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements relating
to CNH, Fiat Industrial and the proposed business combination
between them. All statements included in this communication
concerning activities, events or developments that we expect,
believe or anticipate will or may occur in the future are
forward-looking statements. Forward-looking statements are based on
current expectations and projections about future events and
involve known and unknown risks, uncertainties and other factors,
including, but not limited to, the following: uncertainties as to
whether the proposed business combination will be consummated,
uncertainties as to the timing of the proposed business
combination, uncertainties as to how many shareholders will
participate in the proposed business combination, the risk that the
announcement of the proposed business combination may make it more
difficult for CNH or Fiat Industrial to establish or maintain
relationships with its employees, suppliers and other business
partners, the risk that the businesses of CNH or Fiat Industrial
will be adversely impacted during the pendency of the proposed
business combination; the risk that the operations of CNH and Fiat
Industrial will not be integrated successfully, the risk that the
expected cost savings and other synergies from the proposed
business combination may not be fully realized, realized at all or
take longer to realize than anticipated, and other economic,
business and competitive factors affecting the businesses of CNH
and Fiat Industrial generally, including those set forth in CNH's
annual report on Form 20-F for the year ended December 31, 2012,
filed by CNH with the SEC on March 1, 2013 and in the annual report
of Fiat Industrial for the year ended December 31, 2012. These
forward-looking statements speak only as of the date of this
communication and we undertake no obligation to update or revise
any forward-looking statement, whether as a result of new
information, future events and developments or otherwise, except as
required by law.
For more information contact: Fiat Industrial S.p.A. Via
Nizza 250, 10126 Torino Tel. +39 011 006 2464 Fax +39 011 006 2094
Email Contact www.fiatindustrial.com CNH Investor Relations +1
(630) 887-3745
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