UPDATE 1-Fiat Industrial shareholders approve CNH merger

Tue Jul 9, 2013 1:55pm EDT

TURIN, Italy, July 9 (Reuters) - Italian truck and tractor maker Fiat Industrial's shareholders approved a merger with its U.S. division CNH on Tuesday in what may be a template for a later link-up between sister company Fiat and Chrysler.

Italian companies with global operations like Fiat, Fiat Industrial and Autogrill are looking for ways to maximise foreign revenue to compensate for flat or falling sales in a home market mired in recession for the past two years.

The newly-created capital goods company aims to expand its business by introducing its truck brand Iveco to the United States, said Fiat Industrial Chairman Sergio Marchionne.

Another top priority is to bolster its presence in the excavator segment after CNH ended some of its relationships with Japan's Kobelco, said Marchionne.

"We have to re-organize this," he said at a press conference, adding that it was too soon to talk about new targets.

Marchionne said he would remain chairman and a chief executive would be named at the end of the third quarter. The company currently has no CEO and Richard Tobin serves as chief operating officer.

APPROVAL AS PLANNED

Fiat Industrial shareholders approved the cash-and-share merger offer, allowing it to buy the 12 percent of CNH it does not already own to fully capture the U.S. business's higher profits.

The new company will be listed in New York and Milan, will be registered in the Netherlands and will have its tax residency in the UK.

It will be called CNH Industrial, dropping the word "Fiat", and its center of gravity will shift sharply away from Italy, where Fiat was founded 114 years ago.

Marchionne confirmed that CNH Industrial "is still one of the technical blueprints" for a future Fiat-Chrysler tie-up, adding that nothing about the car company had been decided.

"Let's not move too quickly here," said the executive, who is also CEO of both Fiat and Chrysler.

CNH shareholders meet to approve the tie-up on July 23.

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

Fiat Industrial's controlling shareholder, Exor, will see its stake diluted after the merger but will stay in control because its voting rights will increase.

Fiat is also examining a U.S. listing after a planned merger with U.S. automaker Chrysler, in which it owns a majority stake.

A decision on where Fiat-Chrysler will have its headquarters will be extremely sensitive politically because Fiat is Italy's largest private-sector employer.

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