Fiat Industrial's sweetened buyout offer wins over CNH board

Thu Nov 22, 2012 7:36am GMT

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(Reuters) - Italian tractor and truck maker Fiat Industrial FI.MI got the greenlight to buy out the 12 percent of CNH Global N.V. CNH.N it didn't already own after sweetening its offer to about $1.5 billion.

A previous offer had not included a premium for the minority shareholders but CNH said in statement on Wednesday that a special board committee had come out in favor of Fiat Industrial's latest enhanced offer and its advisers had been directed to negotiate a deal.

U.S.-listed CNH's board had balked at the original offer, as minority investors in the United States often obtain what is in effect a significant 'squeeze-out' premium.

Fiat Industrial's latest offer, which it had termed as final, included the addition of a $10 cash dividend per CNH share, putting the sweetener at about $300 million.

A deal, which Fiat Industrial hopes will help it better compete with larger rivals such as Caterpillar (CAT.N) and John Deere (DE.N), will mean the two groups will be merged into a newly-formed company in which CNH shareholders will receive 3.828 shares in the new entity, and Fiat Industrial shareholders one share.

"We see no short term impact on Fiat Industrial (from the merger) as the premium paid is in line with the first year of synergies," Mediobanca wrote in a note on November 20. "In the longer term, a leaner Fiat Industrial would clearly deserve higher valuations."

The two companies are already being managed as one.

On November 12, Fiat Industrial said it created a Group Executive Council to make decisions on operating performance and key strategic decisions. CNH CEO and President Richard Tobin was named chief operating officer, making him the No. 2 executive in the GEC under Chairman Sergio Marchionne.

(Reporting by Zeba Siddiqui in Bangalore, Jennifer Clark in Milan and Jennifer Saba in New York; Editing by Edwina Gibbs)

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