CNH shareholders approve merger with Fiat Industrial

MILAN/AMSTERDAM Mon Dec 17, 2012 12:03pm EST

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MILAN/AMSTERDAM (Reuters) - Shareholders of tractor and construction equipment maker CNH CNH.N approved plans to merge with parent Fiat Industrial FI.MI on Monday, creating the world's third-largest capital goods maker by sales.

The two groups will be merged into an as yet unnamed new company in which investors will receive 3.828 shares per CNH share, and one share per Fiat Industrial share. The company will have a secondary listing in Milan.

Sergio Marchionne, chairman of Fiat Industrial, said shareholders approved the deal at a special shareholders meeting in Amsterdam. They also voted in favor of a special dividend payout of $10 per share.

Marchione told Reuters he expects the European car market in 2013 to perform "at the same level as 2012, probably slightly better, but I am probably the only optimist in this business right now."

"In the U.S. and Latin America, the market will do well," he added.

On November 22, CNH and Fiat Industrial reached a preliminary agreement for a cash and share deal that would see Fiat Industrial acquire the 12 percent of CNH it did not own.

The new company is to introduce a "loyalty share" whereby investors who voted at Monday's shareholder meeting will receive two votes per share if they hold them to the completion of the merger procedure.

(Reporting by Anthony Deutsch; Editing by David Cowell)

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