CNH Shareholders Approve Strategic Combination Between Fiat Industrial S.p.A. and CNH Global N.V.
23 Juillet 2013 - 4:43PM
Marketwired
CNH Global N.V. (NYSE: CNH) announced today that the shareholders
of CNH Global N.V. met at an Extraordinary General Meeting and
approved the merger between Fiat Industrial S.p.A. and CNH Global
N.V. with and into a newly established company to be named CNH
Industrial N.V.
Subject to the closing of the transaction, CNH shareholders will
receive 3.828 common shares of CNH Industrial for each CNH Global
share they hold at the time of the merger. Furthermore, CNH
shareholders that participated in the CNH extraordinary general
meeting of shareholders, including those who attended or voted via
proxy, are entitled to make an election to receive, upon completion
of the merger, one additional special voting share for each common
share of CNH Industrial they will receive upon the effectiveness of
the merger, provided that they hold the shares in respect of which
they have made such election continuously from the record date for
the CNH Extraordinary General Meeting of shareholders (June 25,
2013) through the effective time of the CNH merger. Further
information regarding the procedures for making the election to
receive special voting shares may be found on the Company's
website, www.cnh.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 was made through a prospectus
which is part of a registration statement which was declared
effective by the US Securities and Exchange Commission on June 21,
2013. CNH Global N.V. ("CNH") and Fiat Industrial S.p.A. ("FI")
shareholders who are US persons or are located in the United States
are advised to read the registration statement because it contains
important information relating to the proposed transaction. You may
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 and FI CBM Holdings N.V.'s SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov. In addition, FI CBM Holdings N.V. has made the
prospectus available for free to shareholders of CNH and FI 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, 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: CNH Investor Relations +1
(630) 887-3745
CNH Industrial NV (NYSE:CNH)
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