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posted: 2/26/2013 10:55 AM

CNH board of approves merger plan

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Marketwire

Agricultural and constriction equipment manufacturer, Burr Ridge-based CNH Global N.V. said its board of directors has approved the company's proposed merger with NewCo, a subsidiary of Fiat Industrial S.p.A.

In addition, the board agreed on recommendations for the company's 2013 Annual General Meeting of shareholders. The Board has set the general meeting date as April 5.

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Plans for the merger were announced last November. Under the terms, shareholders of CNH -- other than Fiat Netherlands Holding N.V. -- will receive 3.828 common shares of NewCo for each share of CNH. The effectiveness of the CNH Merger is subject to the satisfaction of a number of conditions, including the approval by the shareholders of CNH and the satisfaction of all requirements for the admission to listing on the New York Stock Exchange of NewCo shares, the company said in a release.

The CNH Merger will be submitted for approval to the CNH shareholders at an special meeting of shareholders. The notice of call of the extraordinary CNH shareholders' meeting will be disclosed pursuant to applicable law and regulation.

The board also finalized proposals to be put to the company's shareholders at its annual general meeting. Among the proposals was a recommendation that the shareholders re-elect the current directors. In addition, the board will recommend that no regular dividend be paid in 2013 based upon 2012 financial results. The Board also approved the CNH 2012 Statutory Accounts that will be presented to shareholders at the annual meeting.

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