Fiat Industrial S.p.A. and CNH Global, the parent company of Case and New Holland brand construction and agricultural equipment, have entered into a definitive merger agreement. Fiat, which already owned 88 percent of CNH shares, had been attempting to acquire the remaining shares for months but had been rejected before increasing its offer last week. The terms provide that Fiat Industrial and CNH will merge into a newly formed company, temporarily known as NewCo but not yet named, organized under the laws of The Netherlands. The new entity will be the world’s third-largest capital goods provider, Fiat said.
Fiat Industrial shareholders will receive one NewCo share for each Fiat share and CNH shareholders will receive one NewCo share for each CNH share in the merger. CNH will pay a cash dividend of $10 per CNH share to the CNH minority shareholders prior to completion of the merger. The cash dividend, when added to the 3.838 NewCo common shares for each CNH share, represents a 25.6-percent premium compared to the implied value of Fiat Industrial’s offer as of Nov. 16. The increased offer was made on Nov. 19.
The NewCo shares will be listed on the New York Stock Exchange. NewCo will also use its reasonable best efforts to cause the NewCo shares to be admitted to listing on the Mercato Telematico Azionario managed by Borsa Italiana shortly following the closing of the mergers.
“We are pleased to have reached agreement on the basis of Fiat Industrial’s improved proposal for the merger,” said Sergio Marchionne, Fiat Industrial’s chairman. “Completion of this merger will bring to a conclusion a lengthy process of simplifying and rationalizing the Group’s equity capital structure and allow shareholders in both companies the opportunity to participate in the growth prospects of the world’s third-largest capital goods provider, which will be a true peer in scale and capital markets appeal to the other major global capital goods companies. This appeal will be further enhanced through the loyalty share structure intended to reward long-term stable shareholders that share our goal of enhancing shareholder value over the long term, as well as through enhanced flexibility to pursue strategic opportunities.”
The merger is subject to approval of Fiat Industrial and CNH Global shareholders as well as customary closing conditions and regulatory approvals. The deal is expected to close during the second quarter of 2013.