Fiat Industrial sweetens CNH offer

MILAN Mon Nov 19, 2012 11:44am EST

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MILAN (Reuters) - Italian tractor and truck maker Fiat Industrial FI.MI upped its offer to buy out the minority shareholders of CNH Global CNH.N by a quarter, giving them two days to agree to a sweetened deal.

In a statement Fiat Industrial said it had increased the value of a previously-rejected offer for CNH Global CNH.N minorities by 25.6 percent, and set a November 25 deadline for a "definitive merger agreement". It vowed to push ahead with merger plans if the offer was not accepted.

The all-paper offer to merge the two groups, which aims to make the combined group's stock more attractive to investors, was rejected in mid-October by a committee of advisers to the CNH Global board, who said it was inadequate and not in the best interests of CNH and its shareholders.

Fiat Industrial, spun off from Italy's Fiat FIA.MI in 2011, said on Monday it was making a "best and final offer" to CNH Global shareholders for the 12 percent it does not already own.

The offer calls for a $10 per share dividend payout for CNH Global shareholders.

At 1627 GMT, Fiat Industrial shares were trading 2.5 percent higher in Milan, at 8.22 euros. CNH Global shares were up 4.2 percent at $46.33 in New York.

The final offer would see Fiat Industrial and CNH Global merged into a new company based in the Netherlands. CNH Global shareholders would receive 3.828 shares in the new company for each CNH share they hold. Fiat Industrial shareholders would receive one share in the new company for each share held.

The $10 dividend would be paid to CNH Global shareholders "prior to the merger and, if practicable, prior to the end of this year," Fiat Industrial said in a statement.

Fiat Industrial set a 11:59 Eastern Standard Time (0459 GMT) November 21 deadline for a reply from CNH Global shareholders, and a November 25 deadline for the definitive merger agreement.

The all-paper offer, first announced on May 30, was based on market prices in March and April, before the plan was publicly disclosed.

Fiat Industrial, listed in Italy, has a market capitalization of 10.5 billion euros, or about $13.7 billion (or 10.7 billion euros). U.S.-listed CNH's market value is $10.7 billion.

CNH stock has been trading at about half the valuation of rivals Caterpillar and John Deere (DE.N), fuelling concern among investors in the U.S. company that they are being shortchanged.

Fiat argues it should not pay a premium as the deal will not create cost savings.

If the offer is not accepted, Fiat Industrial will proceed with its plan to merge the two companies into a newly created vehicle listed in New York and Milan, it said on Monday.

The original offer did not mention a listing in Milan.

Fiat Industrial appointed a new management committee on November 12 to run the two groups as a single entity.

(Reporting by Jennifer Clark; Editing by Helen Massy-Beresford)

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