CNH Global N.V., a manufacturer of agricultural equipment, is to merge with its major shareholder Fiat Industrial, creating the world's second largest supplier of capital goods. This multi-billion euro transaction will be effected through the formation of a new Dutch NV into which both companies will merge.
This transaction has a number of interesting legal features, such as the use of loyalty voting shares for the first time in the Netherlands. The shares of the new company will be traded via a principal listing on the New York Stock Exchange and a secondary listing on the Mercato Telematico Azionario in Italy. The parties signed the merger agreement last week. It is expected that the transaction will be completed in the first half of 2013.
Besides our firm, Freshfields (acting for Fiat) and de Brauw & Westbroek (acting for CNH's special committee) are also involved in the transaction. The NautaDutilh team is led by Teska van Vuren.