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Fiat Industrial Plans CNH Merger To Boost Capital Market Position

ROME -(Dow Jones)- Fiat Industrial SpA (FI.MI) said Wednesday it intends to merge itself with CNH Inc. (CNH), a global agricultural-and-construction equipment business it mostly owns already, into a single company to be listed on the New York Stock Exchange. Fiat Industrial said it has invited CNH's board to "explore the benefits" of such a deal, which it said would have no impact on current headcount and operations and would lead to a Dutch-based holding company whose shares would trade primarily on the NYSE, with a secondary listing in Europe. The proposed deal "is a natural extension of the process of simplification of the Fiat world," the company said, noting Fiat Industrial had been demerged from carmaker Fiat SpA (F.MI) in 2010. The dual listing of Fiat Industrial and CNH, which has a meager share float, was "unappealing" and impeded "efforts to reap the benefits of positioning in the capital markets," Fiat Industrial said in a statement. The Italian company said it had no intention to make a cash offer for the 12% of CNH shares it doesn't already own. It proposal would pool the shares in Fiat Industrial and CNH into the new company at their current market prices. A maximum of EUR250 million in cash outlay might be required to buy out Fiat Industrial shareholders who have their rights under Italian law to withdraw from the deal, the Turin-based company said. Fiat Industrial's current market capitalization is EUR11.1 billion, which includes the implicit value of its 88% stake in CNH, which is based in Burr Ridge, Illinois. -By Christopher Emsden, Dow Jones Newswires, +39 06 6976 6920; chris.emsden@dowjones.com

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