CNH board of directors approves merger plan
The board of directors of CNH Global N.V. met Feb. 25, 2013, and approved the merger plan with respect to the merger of CNH Global N.V. with and into a NewCo, a subsidiary of Fiat Industrial S.p.A. incorporated under the laws of the Netherlands (the "CNH Merger"). In addition, the Board agreed on recommendations for the company's 2013 Annual General Meeting of shareholders. The Board has set the general meeting date as April 5, 2013.
The terms of the plan related to the CNH Merger are fully consistent with the terms of the Merger Agreement executed on Nov. 25, 2012, and previously disclosed to the market. Upon completion of the CNH Merger, the shareholders of CNH (other than Fiat Netherlands Holding N.V.) will receive 3.828 common shares of NewCo for each share of CNH which they own. The effectiveness of the CNH Merger is subject to the satisfaction of a number of conditions precedent, including the approval by the shareholders of CNH and the satisfaction of all requirements for the admission to listing on the New York Stock Exchange of NewCo shares.
The CNH Merger will be submitted for approval to the CNH shareholders at an extraordinary meeting of shareholders. The notice of call of the extraordinary CNH shareholders' meeting will be disclosed pursuant to applicable law and regulation.
At its meeting this week, the board also finalized proposals to be put to the company's shareholders at its annual general meeting. Among the proposals was a recommendation that the shareholders re-elect the current directors. In addition, the board will recommend that no regular dividend be paid in 2013 based upon 2012 financial results.
The board also approved the CNH 2012 Statutory Accounts that will be presented to shareholders at the upcoming Annual General Meeting.
The board's recommendations are subject to the approval of shareholders at the upcoming annual general meeting.