CNH Announces Results of Extraordinary General Meeting of Shareholders

Mon Dec 17, 2012 4:34pm EST

* Reuters is not responsible for the content in this press release.

  BURR RIDGE, IL, Dec 17 (Marketwire) -- 
CNH Global N.V. confirmed that an extraordinary meeting of shareholders
was convened today in The Netherlands. At the meeting the Company's
shareholders approved:


--  An amendment of the Company's Articles of Association creating a
    separate class of shares (the "common shares B") and conversion of the
    common shares currently held by Fiat Netherlands Holding N.V. ("FNH"),
    representing approximately 88% of the Company's entire issued and
    outstanding share capital, into common shares B.
--  A special dividend to stockholders in the amount of US$10.00 per
    common share. As a result of the amendment to the Articles of
    Association, all of the common shares held by FNH were converted into
    common shares B. Accordingly, the cash payment of US$10 per common
    share will only be made to the non-FNH shareholders of the Company, as
    the holders of the Company's regular common shares.
--  In connection with the dividend, establishment of a separate dividend
    reserve, a separate retained earnings reserve and a separate share
    premium reserve exclusively attached to the common shares B, and
    allocation of funds in respect of these reserves.
--  Payment of compensation to the members of the Company's Special
    Committee in connection with their review of Fiat Industrial's
    business combination proposal.

    

CNH shares will trade ex-dividend on and after December 18, 2012,
two business days prior to the December 20, 2012 record date. The Company
will use its reasonable best efforts to pay the dividend prior to
December 31, 2012, or as promptly thereafter as practical. 

    CNH Global N.V. is a world leader in the agricultural and construction
equipment businesses. Supported by approximately 11,300 dealers in
approximately 170 countries, CNH brings together the knowledge and
heritage of its Case and New Holland brand families with the strength and
resources of its worldwide commercial, industrial, product support and
finance organizations. CNH Global N.V., whose stock is listed on the New
York Stock Exchange (NYSE: CNH), is a majority-owned subsidiary of Fiat
Industrial S.p.A. (FI.MI). More information about CNH and its Case and
New Holland products can be found online at www.cnh.com.

    This document does not constitute an offer to exchange or sell or an
offer to exchange or buy any securities. An offer of securities in the
United States pursuant to a business combination transaction will only be
made through a prospectus which is part of an effective registration
statement filed with the US Securities and Exchange Commission. CNH
Global N.V. ("CNH") shareholders who are US persons or are located in the
United States are advised to read the registration statement when and if
it is declared effective by the US Securities and Exchange Commission
because it will contain important information relating to the proposed
transaction. You will be able to inspect and copy the registration
statement relating to the proposed transaction and documents incorporated
by reference at the SEC's Public Reference Room at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. CNH's SEC filings are also available
to the public at the SEC's web site at http://www.sec.gov. In addition,
Fiat Industrial will make the effective registration statement available
for free to shareholders of CNH and Fiat Industrial in the United States.

    FORWARD-LOOKING STATEMENTS

    This communication contains forward-looking statements relating to CNH
and the proposed business combination with Fiat Industrial. All
statements included in this communication concerning activities, events
or developments that we expect, believe or anticipate will or may occur
in the future are forward-looking statements. Forward-looking statements
are based on current expectations and projections about future events and
involve known and unknown risks, uncertainties and other factors,
including, but not limited to, the following: uncertainties as to whether
the proposed business combination will be consummated, uncertainties as
to the timing of the proposed business combination, uncertainties as to
how many of CNH's shareholders will participate in the proposed business
combination, the risk that the announcement of the proposed business
combination may make it more difficult for CNH to establish or maintain
relationships with its employees, suppliers and other business partners,
the risk that CNH's business will be adversely impacted during the
pendency of the proposed business combination; the risk that the
operations of CNH and Fiat Industrial will not be integrated
successfully, the risk that the expected cost savings and other synergies
from the proposed business combination may not be fully realized,
realized at all or take longer to realize than anticipated, and other
economic, business and competitive factors affecting the businesses of
CNH generally, including those set forth in its annual report on Form
20-F for the year ended December 31, 2011 filed by CNH with the SEC on
February 29, 2012. These forward-looking statements speak only as of the
date of this communication and we undertake no obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events and developments or otherwise, except as
required by law.

    

For more information contact:

CNH Investor Relations
+1 (630) 887-3745
CNH Corporate Communications
+1 (630) 887-3823 

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