CNH Industrial announces voluntary delisting from Euronext Milan
and single listing on the New York Stock Exchange; CNH further
announces up to $1 Billion Share Buyback Program
Basildon, November 7, 2023
CNH Industrial N.V. (NYSE: CNHI / MI: CNHI)
announces today that its Board of Directors has approved an
application to delist its ordinary shares from Euronext Milan. Such
application will be filed today.
As announced on February 2, 2023, the decision
to delist from Euronext Milan and concentrate its listing on NYSE
was taken following a careful review of the relative trading
volumes on the two exchanges. Since the spin-off in January 2022 of
CNH’s On-Highway activities and the creation of Iveco Group, the
majority of CNH stock trading has progressively shifted to the New
York Stock Exchange (NYSE), revealing that the Company’s business
profile and investor base fit better with a single US listing.
Concentrating trading in one market should allow for increased
liquidity and investor focus, while further simplifying the company
profile and compliance requirements.
The Company believes that the NYSE meets all
requirements provided in the Milan Stock Exchange rules applicable
to CNH, i.e., that NYSE’s characteristics are equivalent to
European regulated markets and it has a sufficient level of
liquidity, ensuring also adequate safeguards for investors. This
press release includes a summary overview of such key safeguards
for investors.
Upon satisfaction of all conditions, Borsa
Italiana will arrange for the delisting of CNH’s ordinary shares
and will publish a notice indicating the date of effectiveness of
the delisting. Delisting from Euronext Milan would take effect no
earlier than 45 days after the publication by Borsa Italiana of its
notice arranging for delisting. The Company is confident that
single listing on the NYSE will be effective at the beginning of
January 2024. Further information will be made available pursuant
to the applicable regulation. Until the day of delisting, CNH’s
common shares will continue to be listed also on Euronext
Milan.
CNH’s Board of Directors and its Management Team
are grateful to Euronext Milan for having been the Company’s
listing venue for more than 10 years and are excited about the
Company’s continued presence on the NYSE.
Additional practical information regarding the
delisting will be published in the Investor Relations section of
our website at www.cnhindustrial.com as soon as Borsa Italiana will
announce its decision about the delisting application.
CNH further announces today that the Board of
Directors has approved a new share buyback program (the “Program”).
Under the Program the Company will repurchase from time to time up
to US$1 billion worth of its common shares between November 8,
2023, and March 1, 2024. Funded by the Company’s liquidity, the
Program is intended to optimize the capital structure of the
Company and to assist with offsetting any potential volatility
arising from the delisting of its shares on Euronext Milan.
The Program will consist of two primary
components:
Component 1:
- The first component will involve
share repurchases of an amount equivalent to up to EUR 400 million
worth of the Company’s common shares between November 8, 2023, and
December 29, 2023
- The purchases will be carried out
on Euronext Milan and on multilateral trading facilities (MTFs), in
compliance with applicable rules and regulations, subject to a
maximum price per common share equal to the average of the highest
price on each of the five trading days prior to the date of
acquisition, as shown in the Official Price List of Euronext Milan
plus 10% (maximum price) and to a minimum price per common share
equal to the average of the lowest price on each of the five
trading days prior to the date of acquisition, as shown in the
Official Price List of Euronext Milan minus 10% (minimum
price)
- The actual timing, number and value
of common shares repurchased under the Program will depend on
various factors, including market conditions, general business
conditions, and compliance with applicable legal requirements. The
Program does not oblige the Company to repurchase any common
shares, and, also on the basis of trading volumes and price
volatility, it may be modified upwards, suspended, discontinued, at
any time, for any reason and without previous notice, in accordance
with applicable laws and regulations.
- Subject to the above conditions,
purchases will be carried out in compliance with the conditions and
the restrictions under Article 3 (paragraphs 1, 2 and 3) and
Article 4 (paragraph 1) of the Commission Delegated Regulation (EU)
2016/1052 and market practices
- Details of the transactions carried
out will be disclosed in accordance with the terms and conditions
required by the applicable regulations
Component 2:
- The second component will involve
share repurchases from time to time of up to the remaining
authorized repurchase amount under the Program between November 8,
2023, and March 1, 2024
- The purchases will be executed on
the NYSE. Pursuant to this component, CNH Industrial will provide
purchase instructions from time to time in compliance with
applicable rules, regulations and legal requirements. The actual
timing, number and value of common shares repurchased on the NYSE
will depend on a number of factors, including market and general
business conditions
- Any repurchases executed under
Component 1 could additionally be executed on the NYSE between
November 8, 2023, and December 29, 2023 to further supplement
repurchases executed on Euronext Milan under Component 1
The Program will be conducted within the
framework of the authorization granted by the Shareholders’ Meeting
held on April 13, 2023, whereby the Board is vested with the
authority to purchase up to 10% of the Company’s issued common
shares during the eighteen-month period following such
Shareholders’ Meeting.
As of today, the Company holds 36,197,502 common
shares in treasury.
Goldman Sachs & Co. LLC is acting as
financial advisor to CNH.
BNP Paribas is acting as co-advisor and buyback
agent for CNH in Europe.
Overview on safeguards for investors
under the U.S. laws, regulations and standards
General Overview on U.S. securities exchange
system
The U.S. securities exchange system is
thoroughly regulated and supervised by independent government
agencies. The main securities regulator in the United States is the
Securities Exchange Commission (“SEC”), an independent US
government agency that: (i) oversees the disclosure requirements
applicable to public companies; (ii) oversees securities exchanges,
securities brokers and dealers, investment advisers, and mutual
funds; (iii) has enforcement authority for violation of the
securities law.
The SEC has rulemaking and enforcement
authority, and administers the federal securities laws, including
the following primary statutes: (i) Securities Act of 1933, as
amended (the “Securities Act”); and (ii) Securities Exchange Act of
1934, as amended (the “Exchange Act”). The following laws also
affect capital markets: (i) Sarbanes-Oxley Act of 2002
(Sarbanes-Oxley Act), parts of which are incorporated into the
Exchange Act; (ii) Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (Dodd-Frank Act); (iii) Jumpstart Our
Business Startups Act (JOBS Act) of 2012; (iv) Investment Company
Act of 1940, as amended.
To trade on a US exchange, a security must
generally be both registered with the SEC and accepted for listing
on an exchange.
The NYSE has qualitative requirements for its
listed companies relating to, among other things, corporate
governance, including maintenance of audit and compensation
committees comprised of independent directors, and compliance with
ongoing requirements, such as distributing annual and interim
reports.
There are continuous obligations for public
companies concerning, for instance, periodic reporting, beneficial
ownership reporting and rules relating to the conduct of tender
offers and other securities-related transactions. Creeping
Acquisitions
The U.S. tender offer and “going private” rules
administered by the SEC provide protections to shareholders in the
face of creeping acquisitions of shares by a third party, including
any affiliate of the issuer (e.g. a shareholder holding a
significant position in the issuer), and regulate any efforts by a
third party or an affiliate to acquire or consolidate a controlling
position in a company the shares of which are listed on a U.S.
securities exchange.
Any person or “group” that acquires beneficial
ownership of 5% or more of a class equity securities must disclose
that holding as well as provide detailed disclosure in relation to
any plans or proposals that relate to or otherwise affect
management or control of the listed company (as well as subsequent
amendments in case of material changes in the information already
communicated – including any further acquisitions of 1% of the
shares of the listed company and change in the holder’s plans with
respect to its relationship to or holdings in the listed
company).
Wherever certain factors occur (e.g., a person
purchases a significant percentage of the issuer’s securities or is
engaged in widespread solicitation of shareholders for the purchase
of shares), tender offer rules (as adopted and administered by the
SEC) apply. If so, significant process and disclosure protections
also apply to the benefit of investors. Under these rules the
listed company’s Board of Directors must express a position what it
recommends shareholders to do in response to the offer. In this
last regard, it is virtually unheard of that a Board of a listed
company would recommend that shareholders tender their shares into
an offer for less than 100% of the company’s outstanding shares and
equally rare for a tender offer to succeed without ultimately being
recommended by the company’s Board of Directors.
Based on the above, as a practical matter, it
would be very difficult for an investor (whether a third party or
an affiliate) to acquire a controlling stake in a U.S. listed
company or consolidate its controlling position within a reasonable
period of time without triggering the SEC’s tender offer rules.
Going Private Transactions
Acquisitions of shares made by an “affiliate”
that are intended or likely to result in the listed company “going
private”, requirements under Rule 13e-3 would apply also requiring
significant disclosures as to a bidder’s valuation of, and plans
for, the listed company, as well as detailed disclosure by both
bidder and the target company as to the purpose of the transaction
and its fairness to the unaffiliated shareholders of the target
company.
Delisting from a U.S. securities exchange, such
as NYSE, does not automatically deregister the shares under the
U.S. securities laws nor does it terminate the company’s ongoing
SEC reporting obligations or the application of the tender offer or
“going private” rules that continue to apply. To deregister, the
company must demonstrate that the primary trading market for the
shares is on a securities market outside the U.S. (the primary
trading market being a major international securities exchange
outside the U.S., where the company’s shares are traded, with
significant trading liquidity and volume) and that the trading
volume in the U.S. is less than 5% of the global trading volume in
the shares.
Delisting from a U.S. securities exchange
without an alternative listing on a major international stock
exchange is virtually unheard of and, should a Board of Directors
seek a delisting in such a scenario, it would subject itself to
significant litigation risk as well as scrutiny from U.S.
securities authorities.
It would therefore be extremely difficult for an
issuer listed solely on a U.S. securities exchange to delist in an
attempt to avoid the application of the requirements provided by
SEC rules and governance principles.
Change of Control Transactions
CNHI is expected to satisfy U.S. governance
standards were it to be listed solely on a U.S. stock exchange.
Although certain specific U.S. governance requirements are not
strictly applicable to Dutch incorporated entities such as CNHI, if
CNHI were to be listed only on the NYSE and not on a European
exchange, three factors would apply: (i) first, the New York Stock
Exchange (“NYSE”) would limit the “home country” exemptions to the
NYSE corporate governance rules for which CNHI would be eligible if
its shares are listed on a European exchange; (ii) second,
application and administration of SEC rules would no longer be
mitigated by questions of deference to home country regulators and
the SEC would fully apply domestic company rules and (iii)
institutional investors and proxy advisory firms would expect and
require the Company governance standards to be comparable to those
applicable to U.S. domestic companies. This would particularly be
true in the case of a proposed change in control transaction
involving CNHI, in which case CNHI would be held to the U.S.
disclosure, process and substantive standards.
In this regard, it has been extremely rare for a
listed company on a U.S. exchange with a significant (>30%)
non-majority shareholder to be acquired by a third party. In each
of these cases in which such a transaction has been completed, the
acquisition was negotiated and approved by the Board of the listed
company and the Board then recommended the transaction to the
shareholders for their approval or acceptance.
Therefore, the NYSE listing and SEC registration
afford significant protections to public minority shareholders.
The high levels of protection for minority
shareholders, in change-in-control transactions for U.S. listed
companies are evident in the relatively higher control premia paid
in the U.S even though the U.S. system does not include the
mandatory takeover offer rules applicable to CNHI as a consequence
of its listing on Euronext Milan. Each of Euronext Amsterdam and
Euronext Paris has determined that the NYSE is substantially
equivalent to an EU regulated market for purposes of its listing
rates.
* * *
The Company believes, also on the basis of the
opinion of its legal counsels, that the rules and standards
applicable to CNHI after the delisting provide significant
protections to shareholders, particularly in the face of a
potential creeping acquisition by a third party seeking to obtain
control or by an affiliate (e.g., a significant shareholder)
seeking to consolidate a controlling position and in the case of a
proposed change in control transaction involving CNHI of the sort
addressed by the mandatory takeover offer rules prevalent in
Europe, and, therefore all the conditions required by the Rules of
the Markets governing the delisting process are met.
Important information
Please note that any information above is
provided for informational purposes only and does not constitute
financial, legal, tax or any other professional advice. You must
seek independent advice in relation to any particular matters and
consult with your bank, broker, accountant, legal, tax or other
financial advisor.
CNH Industrial (NYSE: CNHI /
MI: CNHI) is a world-class equipment and services company. Driven
by its purpose of Breaking New Ground, which centers on Innovation,
Sustainability and Productivity, the Company provides the strategic
direction, R&D capabilities, and investments that enable the
success of its global and regional Brands. Globally, Case
IH and New Holland Agriculture supply
360° agriculture applications from machines to implements and the
digital technologies that enhance them; and CASE
and New Holland Construction Equipment deliver a
full lineup of construction products that make the industry more
productive. The Company’s regionally focused Brands include:
STEYR, for agricultural tractors;
Raven, a leader in digital agriculture, precision
technology and the development of autonomous systems;
Hemisphere, a leading designer and manufacturer of
high-precision satellite-based positioning and heading
technologies; Flexi-Coil, specializing in tillage
and seeding systems; Miller, manufacturing
application equipment; Kongskilde, providing
tillage, seeding and hay & forage implements; and
Eurocomach, producing a wide range of mini and
midi excavators for the construction sector, including electric
solutions.
Across a history spanning over two centuries,
CNH Industrial has always been a pioneer in its sectors and
continues to passionately innovate and drive customer efficiency
and success. As a truly global company, CNH Industrial’s 40,000+
employees form part of a diverse and inclusive workplace, focused
on empowering customers to grow, and build, a better world.
For more information and the latest financial
and sustainability reports visit: cnhindustrial.com
For news from CNH Industrial and its Brands
visit: media.cnhindustrial.com
Forward-looking statements
All statements other than statements of
historical fact contained in this press release, including
competitive strengths; business strategy; future financial position
or operating results; budgets; projections with respect to revenue,
income, earnings (or loss) per share, capital expenditures,
dividends, liquidity, capital structure or other financial items;
costs; and plans and objectives of management regarding operations
and products, are forward-looking statements. Forward looking
statements also include statements regarding the future performance
of CNH Industrial and its subsidiaries on a standalone basis. These
statements may include terminology such as “may”, “will”, “expect”,
“could”, “should”, “intend”, “estimate”, “anticipate”, “believe”,
“outlook”, “continue”, “remain”, “on track”, “design”, “target”,
“objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”,
or similar terminology. Forward-looking statements are not
guarantees of future performance. Rather, they are based on current
views and assumptions and involve known and unknown risks,
uncertainties and other factors, many of which are outside our
control and are difficult to predict. If any of these risks and
uncertainties materialize (or they occur with a degree of severity
that the Company is unable to predict) or other assumptions
underlying any of the forward-looking statements prove to be
incorrect, including any assumptions regarding strategic plans, the
actual results or developments may differ materially from any
future results or developments expressed or implied by the
forward-looking statements. Factors, risks and uncertainties that
could cause actual results to differ materially from those
contemplated by the forward-looking statements include, among
others: economic conditions in each of our markets, including the
significant uncertainty caused by the war in the Ukraine; the
duration and economic, operational and financial impacts of the
global COVID-19 pandemic; production and supply chain disruptions,
including industry capacity constraints, material availability, and
global logistics delays and constraints; the many interrelated
factors that affect consumer confidence and worldwide demand for
capital goods and capital goods-related products; changes in
government policies regarding banking, monetary and fiscal policy;
legislation, particularly pertaining to capital goods-related
issues such as agriculture, the environment, debt relief and
subsidy program policies, trade and commerce and infrastructure
development; government policies on international trade and
investment, including sanctions, import quotas, capital controls
and tariffs; volatility in international trade caused by the
imposition of tariffs, sanctions, embargoes, and trade wars;
actions of competitors in the various industries in which we
compete; development and use of new technologies and technological
difficulties; the interpretation of, or adoption of new, compliance
requirements with respect to engine emissions, safety or other
aspects of our products; labor relations; interest rates and
currency exchange rates; inflation and deflation; energy prices;
prices for agricultural commodities and material price increases;
housing starts and other construction activity; our ability to
obtain financing or to refinance existing debt; price pressure on
new and used equipment; the resolution of pending litigation and
investigations on a wide range of topics, including dealer and
supplier litigation, intellectual property rights disputes, product
warranty and defective product claims, and emissions and/or fuel
economy regulatory and contractual issues; security breaches,
cybersecurity attacks, technology failures, and other disruptions
to the information technology infrastructure of CNH Industrial and
its suppliers and dealers; security breaches with respect to our
products; our pension plans and other post-employment obligations;
political and civil unrest; volatility and deterioration of capital
and financial markets, including pandemics, terrorist attacks in
Europe and elsewhere; our ability to realize the anticipated
benefits from our business initiatives as part of our strategic
plan; our failure to realize, or a delay in realizing, all of the
anticipated benefits of our acquisitions, joint ventures, strategic
alliances or divestitures and other similar risks and
uncertainties, and our success in managing the risks involved in
the foregoing.
Forward-looking statements are based upon
assumptions relating to the factors described in this press
release, which are sometimes based upon estimates and data received
from third parties. Such estimates and data are often revised.
Actual results may differ materially from the forward-looking
statements as a result of a number of risks and uncertainties, many
of which are outside CNH Industrial’s control. CNH Industrial
expressly disclaims any intention or obligation to provide, update
or revise any forward-looking statements in this announcement to
reflect any change in expectations or any change in events,
conditions or circumstances on which these forward-looking
statements are based. Further information concerning CNH
Industrial, including factors that potentially could materially
affect CNH Industrial’s financial results, is included in CNH
Industrial’s reports and filings with the U.S. Securities and
Exchange Commission (“SEC”), the Autoriteit Financiële Markten
(“AFM”) and Commissione Nazionale per le Società e la Borsa
(“CONSOB”).
All future written and oral forward-looking
statements by CNH Industrial or persons acting on the behalf of CNH
Industrial are expressly qualified in their entirety by the
cautionary statements contained herein or referred to above.
Contacts:
Media RelationsEmail:
mediarelations@cnhind.com
Investor RelationsEmail:
investor.relations@cnhind.com
- 20231107_PR_CNH_Industrial_Delisting_Buyback_Program
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