The board of directors of CNH Global N.V. approved the plan to merge the company with and into a NewCo, a subsidiary of Fiat Industrial S.p.A. incorporated under the law of the Netherlands.
The terms of the plan related to the merger are fully consistent with the terms of the Merger Agreement executed in November 2012. Upon completion of the merger, CNH shareholders will receive 3.828 common shares of NewCo for each share of CNH that they own.
The merger will be submitted for approval to the CNH shareholders at an extraordinary shareholder meeting.
The board also set April 5, 2013 as the date for the 2013 Annual General Meeting of shareholders and finalized proposals to be put to the shareholders at the 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.