* New offer worth 25.6 pct more
* Offers CNH minorities $10 dividend
* Says new company will be listed in New York, Milan
By Jennifer Clark
MILAN, Nov 19 Italian tractor and truck maker
Fiat Industrial upped its offer to buy out the minority
shareholders of CNH Global 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
minorities by 25.6 percent, and set a Nov. 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 in
2011, said o n Monday it was making a "best and final offer" to
CNH Global shareholders for the 12 percent it does not already
The offer calls for a $10 per share dividend payout for CNH
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)
Nov. 21 deadline for a reply from CNH Global shareholders, and a
Nov. 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
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
CNH stock has been trading at about half the valuation of
rivals Caterpillar and John Deere, 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 Nov.
12 to run the two groups as a single entity.