De Brauw Blackstone Westbroek has advised CNH on its cross-border legal merger with Fiat Industrial into a new Dutch top holding, creating the world’s third-largest capital goods group by sales. De Brauw acted for the Special Committee of independent and unconflicted directors of CNH which negotiated the transaction with Fiat Industrial.
Besides the customary international M&A issues, the matter highlights the importance of independent directors and their strategy in this type of transaction to negotiate optimal terms for the minority shareholders and other stakeholders from the bidder/majority shareholder. Other interesting features are the first introduction of loyalty voting shares in the Netherlands, a listing of the combined new entity on the NYSE in New York, with a secondary listing in Milan, and intricate tax planning. The merger agreement is governed by Dutch law.
CNH has a market cap of about USD 11.7 billion, while Fiat Industrial’s market cap is about USD 12.8 billion. Fiat Industrial already owned 88 % of CNH. The remaining 12 % CNH stake is worth about USD 1.6 billion at the current market price. The special dividend for the holding totals USD 278 million.
CNH was also assisted on this transaction by Cravath Swaine & Moore (US), BonelliErede (Italy), and J.P. Morgan and Lazard (financial).
Team: Paul Cronheim, Reinier Kleipool, Michael Schouten, Arne Munch (M&A); Martin van Olffen, Deline Kruitbosch (Corporate); Paul Sleurink, Pieter van Os (Tax), Harm Jan de Kluiver (Litigation), Joost Schutte, Natascha Schreuder (Capital Markets)
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