- FI and CNH will merge into a newly-formed company organized in the Netherlands ("NewCo").
- CNH shareholders will receive 3.828 NewCo shares for each CNH share and FI shareholders will receive one NewCo share for each FI share.
- CNH shareholders will also receive a special cash dividend of $10 per CNH share to be paid to CNH shareholders prior to December 31, 2012, to the extent possible, and in any event prior to the closing of the merger; the special cash dividend to be received by FI on its 88% of the CNH shares will be deferred and paid only in the event that the merger agreement is terminated.
- NewCo would adopt a loyalty voting structure. Under the loyalty voting structure, shareholders that participate in the shareholders' meeting of FI and CNH to consider the Transaction and continue to hold their shares until closing, regardless of how they vote, could elect to have the shares they receive be entitled to two votes per share until those shares are transferred. After the closing, shareholders with single-vote shares of NewCo would be entitled to "earn" a double vote by holding the shares for at least three years.
- The shares of NewCo will be listed on the NYSE at closing with a listing on Borsa Italiana promptly following closing.
Special Committee Of CNH Global Agrees To CNH Global Merger With Fiat Industrial
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