Fiat Industrial in $1.7 Billion Acquisition of CNH

December 12, 2012

Cleary Gottlieb is acting as counsel to J.P. Morgan Securities and Lazard Frères & Co., as financial advisors to the special committee of the board of directors of CNH Global, in connection with the acquisition of CNH by Fiat Industrial in a transaction valued at approximately $1.7 billion.

CNH is a leader in agricultural construction equipment businesses. Fiat Industrial is a leader in the capital goods sector and designs, produces and sells agricultural and construction equipment, trucks, commercial vehicles, buses and special vehicles, in addition to engines and transmissions for those vehicles. Fiat Industrial currently owns approximately 88% of CNH’s outstanding shares.

In the acquisition, CNH and Fiat Industrial will each be merged into a newly formed Dutch holding company whose shares will be listed on the NYSE. In the CNH merger, each outstanding CNH share will be converted into 3.828 holding company shares. CNH will also pay a $10.00 per share cash dividend to CNH minority shareholders prior to consummation of the mergers.