CNH Evaluates Fiat Merger

July 12, 2012

CNH has formed a special committee to evaluate the merger proposed by Fiat Industrial.

Fiat chairman Sergio Marchionne has also expressed interest in buying into the U.S. truck market, with some speculating that could include Navistar. Two “activist” investors have increased their shares in Navistar this week: MHR Fund Management increased its share to 14.95 percent, just under the “poison pill” trip, and Carl Icahn boosted his share to 13.19 percent.

The CNH committee includes independent and unconflicted directors, consisting of Thomas J. Colligan, Edward A. Hiler, Rolf M. Jeker, Kenneth Lipper and Jacques Theurillat, to evaluate the proposed transaction. The special committee has engaged Cravath, Swaine & Moore LLP, De Brauw Blackstone Westbroek N.V. and Bonelli Erede Pappalardo, as its legal advisors, and J.P. Morgan and Lazard, as its financial advisors, to assist it in its work.

Approval of the transaction will require the approval of the independent and unconflicted members of the board of directors of CNH.

The special committee advises the company's shareholders and others considering trading in its securities that the special committee is evaluating the proposal and there can be no assurance that the proposal will lead to any definitive offer, that any agreement will be reached or that any transaction will be consummated.

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