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Stock Market & Financial Investment News

News Breaks
November 19, 2012
10:10 EDTCNH, FNDSF, FIATYFiat Industrial submits final offer for CNH Global with $10/share dividend
Fiat Industrial (FNDSF) announced that it has submitted its best and final offer to the board of CNH Global (CNH) regarding the proposed strategic combination between Fiat Industrial and CNH. Fiat said the final offer preserves the essential components of its original offer of May 30, which contemplated the merger of each of Fiat Industrial and CNH into a newly-formed company in the Netherlands in which CNH shareholders would receive 3.828 NewCo shares for each CNH share and Fiat Industrial shareholders would receive one NewCo share for each Fiat Industrial share. To improve upon this original proposal, Fiat Industrialís final offer contemplates adding a cash dividend of $10 per CNH share to be paid to CNH shareholders prior to the merger and if practicable, prior to the end of this year. Adding the special dividend represents a 25.6% improvement over the implied value of the original proposal, plus the value associated with an accelerated distribution, Fiat said. Fiat Industrial will withdraw the offer and terminate discussions on the proposed merger unless the CNH board advises Fiat Industrial by 11:59 pm Eastern Standard Time on Wednesday, November 21, that it is prepared to recommend the terms of Fiat Industrialís final offer in their entirety and the parties enter into a definitive merger agreement by Sunday, November 25. If the offer is not accepted, Fiat Industrial said it intends to proceed with the other aspects of the proposed transaction, including the merger of Fiat Industrial with a newly formed company incorporated in the Netherlands with shares listed in New York and Milan.
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