By Gilles Castonguay
Shareholder in CNH Global NV (CNH) Tuesday gave final approval
to merge the company with Fiat Industrial SpA (FI.MI), in a deal
that will create the third largest capital goods maker in the world
and the second biggest maker of farming machinery after Deere &
Co. (DE).
At an extraordinary meeting held at an hotel at Schiphol
international airport near Amsterdam, shareholders voted in favor
of a proposal to merge CNH with FI CBM Holdings NV, a vehicle
created to facilitate the merger with Fiat Industrial.
The approval was a formality after shareholders approved the
exchange of their CNH shares for ones in the new company. Fiat
Industrial's shareholders approved a similar proposal on July 9.
CNH shareholders will receive 3.828 shares in CNH Industrial for
every share held, while their peers in Fiat Industrial will receive
one share in CNH Industrial for every one held.
Once CNH and Fiat Industrial have completed the merger, they
will change their name to CNH Industrial, completing an operation
begun more than a year ago to create a single company with a
simpler structure focused on engines, trucks, farm and construction
machinery.
The new company will have its primary stock listing in New York,
CNH Industrial will have greater access to debt and equity markets
than Fiat Industrial, which traded on the much smaller Milan
market. CNH Industrial will nevertheless keep a secondary listing
in Milan.
The company will be incorporated in the Netherlands and a
request has been made to have its fiscal residency in the U.K.
Analysts view the merger between CNH Global and Fiat as a
blueprint for future deals. Fiat is preparing to take over U.S.
partner Chrysler Group LLC and wants to buy the 41.5% stake it
doesn't already own, but it first must reach a deal on the price
with the U.S. union trust that owns it and find a way with its
bankers to finance the acquisition.
The merger has long been sought by Fiat Industrial's Chairman
Sergio Marchionne, who began the process in January 2011 by
spinning the company off from car maker Fiat SpA (F.MI).
Mr. Marchionne will be chairman of CNH Industrial and a new
chief executive is expected to be named by the end of the third
quarter. Richard Tobin, the chief operating officer of Fiat
Industrial and chief executive of CNH, is set to become chief
operating officer.
Write to Gilles Castonguay at gilles.castonguay@dowjones.com;
Twitter: @GRCastonguay
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