CNH Shareholders Approve Strategic Combination Between Fiat Industrial S.p.A.
and CNH Global N.V.
BURR RIDGE, IL -- (Marketwired) -- 07/23/13 -- 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 de
clared 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.
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
For more information contact:
CNH Investor Relations
+1 (630) 887-3745
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