Filed by CNH Global N.V. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No: 333-05752 Subject Company: CNH Global N.V |
For more information contact:
CNH Global N.V.
6900 Veterans Boulevard
Burr Ridge, IL, USA
60527-7111
This document does not constitute an offer to exchange or sell or an offer to exchange or buy any securities.
An offer of securities in the United States pursuant to a business combination transaction was made through a prospectus which is part of a registration statement which was declared effective by the US Securities and Exchange Commission on June 21, 2013. CNH Global N.V. (CNH) and Fiat Industrial S.p.A. (FI) shareholders who are US persons or are located in the United States are advised to read the registration statement because it contains important information relating to the proposed transaction. You may inspect and copy the registration statement relating to the proposed transaction and documents incorporated by reference at the SECs Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. CNHs and FI CBM Holdings N.V.s SEC filings are also available to the public at the SECs web site at http://www.sec.gov. In addition, FI CBM Holdings N.V. has made the prospectus available for free to shareholders of CNH and FI in the United States.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements relating to CNH and the proposed business combination with FI. All statements included in this communication concerning activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the following: uncertainties as to whether the proposed business combination will be consummated, uncertainties as to the timing of the proposed business combination, uncertainties as to how many of CNHs shareholders will participate in the proposed business combination, the risk that the announcement of the proposed business combination may make it more difficult for CNH to establish or maintain relationships with its employees, suppliers and other business partners, the risk that CNHs business will be adversely impacted during the pendency of the proposed business combination; the risk that the operations of CNH and FI will not be integrated successfully, and other economic, business and competitive factors affecting the businesses of CNH generally, including those set forth in its annual report on Form 20-F for the year ended December 31, 2012 filed by CNH with the SEC on March 1, 2013. These forward-looking statements speak only as of the date of this communication and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.
SPECIAL VOTING SHARE ELECTION INFORMATION
THE RIGHT TO MAKE AN ELECTION TO RECEIVE SPECIAL VOTING SHARES OF FI
CBM HOLDINGS N.V., TO BE RENAMED CNH INDUSTRIAL N.V. (DUTCHCO), WILL
EXPIRE ON AUGUST 13, 2013 AT 5:00 PM NEW YORK CITY TIME. UNLESS YOU SUBMIT
YOUR ELECTION FORM BEFORE 5:00 PM NEW YORK CITY TIME ON AUGUST 13, 2013,
YOU WILL NOT BE PERMITTED TO MAKE AN INITIAL ELECTION TO RECEIVE
SPECIAL VOTING SHARES OF DUTCHCO
Dear CNH Shareholder:
On November 25, 2012, DutchCo entered into a merger agreement (the Merger Agreement) with CNH Global N.V. (CNH), Fiat Industrial S.p.A. (Fiat Industrial) and Fiat Netherlands Holdings N.V., pursuant to which, Fiat and CNH have agreed to merge with and into DutchCo (the Merger) upon the terms and subject to the conditions set forth in the Merger Agreement. A Prospectus dated June 6, 2013 detailing the terms of the Merger, the Merger Agreement and the other transactions contemplated thereby (the Prospectus) was mailed to all CNH stockholders on or around June 10, 2013. We urge you to read carefully the material contained in the Prospectus. If you have not received a copy of the Prospectus, please contact your bank, broker or other intermediary, or contact Mackenzie Partners, Inc. at 800-322-2885 or via email at proxy@mackenziepartners.com.
The CNH share record date is 5:00 PM (Central European Time) on June 25, 2013. Holders of CNH common shares on the CNH record date are entitled to attend and vote on the Merger at the CNH extraordinary meeting of shareholders on July 23, 2013. Subject to the satisfaction and/or waiver of the other conditions precedent contained in the Merger Agreement, the Merger will not become effective unless the requisite number of CNH shareholders and Fiat Industrial shareholders approve the Merger at the CNH and Fiat Industrial extraordinary meetings, respectively, in each case, as described in the Prospectus.
In connection with the Merger, CNH shareholders will be entitled to receive 3.828 DutchCo common shares for each CNH common share that they hold. In addition, all CNH shareholders that (i) are present or represented by proxy at the CNH extraordinary general meeting approving the Merger, (ii) cast a vote with respect to the Merger (regardless of how they vote on the Merger) and (iii) continue to own their CNH common shares from the record date of the CNH extraordinary general meeting until effective date of the Merger may elect to receive one special voting share in addition to each DutchCo common share that they receive in the Merger. Each DutchCo special voting share will be entitled to one vote per share. For a further description of the DutchCo special voting shares, please refer to the section of the Prospectus entitled, The DutchCo Shares, Articles of Association and Terms and Conditions of the Special Voting Shares.
If you wish to receive DutchCo special voting shares, you must properly complete and submit the special voting share election form before 5:00 PM New York City time on August 13, 2013.
| If you are a registered holder of CNH common shares, you must complete the physical election form enclosed herewith and submit such form, together with any physical share certificates representing CNH shares and any other documents or materials required by the election form, to Computershare Trust Company, N.A., at the address set forth in the election form. |
| If you hold your CNH common shares through a bank, brokerage or custodian firm in the book entry system maintained by the Depository Trust Company, you must contact your bank, broker or other intermediary to instruct them to complete an electronic election form through a website maintained by Computershare Trust Company, N.A. Your bank, broker or other intermediary has previously received details from Computershare Trust Company, N.A. regarding the electronic election form submission process, and they are in a position to make the applicable electronic submissions for you, upon your instruction. |
Please direct all questions regarding the special voting shares and how to properly and timely submit an election form to Mackenzie Partners, Inc. One of Mackenzie Partners customer service representatives will be able to answer your questions.
For a full discussion of the Merger and the effect of your election, please refer to the Merger Agreement and the other information contained in the Prospectus. BEFORE MAKING YOUR ELECTION, YOU ARE ENCOURAGED TO READ CAREFULLY THE ENTIRE MERGER AGREEMENT, PROSPECTUS (INCLUDING APPENDIXES THERETO AND DOCUMENTS INCORPORATED THEREIN BY REFERENCE) AND ALL OF THE INSTRUCTIONS CONTAINED IN THE ELECTION FORM.
Filed by CNH Global N.V.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No: 333-05752
Subject Company: CNH Global N.V
For more information contact:
CNH Global N.V.
6900 Veterans Boulevard
Burr Ridge, IL, USA
60527-7111
This document does not constitute an offer to exchange or sell or an offer to exchange or buy any securities.
An offer of securities in the United States pursuant to a business combination transaction was made through a prospectus which is part of a registration statement which was declared effective by the US Securities and Exchange Commission on June 21, 2013. CNH Global N.V. (CNH) and Fiat Industrial S.p.A. (FI) shareholders who are US persons or are located in the United States are advised to read the registration statement because it contains important information relating to the proposed transaction. You may inspect and copy the registration statement relating to the proposed transaction and documents incorporated by reference at the SECs Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. CNHs and FI CBM Holdings N.V.s SEC filings are also available to the public at the SECs web site at http://www.sec.gov. In addition, FI CBM Holdings N.V. has made the prospectus available for free to shareholders of CNH and FI in the United States.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements relating to CNH and the proposed business combination with FI. All statements included in this communication concerning activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the following: uncertainties as to whether the proposed business combination will be consummated, uncertainties as to the timing of the proposed business combination, uncertainties as to how many of CNHs shareholders will participate in the proposed business combination, the risk that the announcement of the proposed business combination may make it more difficult for CNH to establish or maintain relationships with its employees, suppliers and other business partners, the risk that CNHs business will be adversely impacted during the pendency of the proposed business combination; the risk that the operations of CNH and FI will not be integrated successfully, and other economic, business and competitive factors affecting the businesses of CNH generally, including those set forth in its annual report on Form 20-F for the year ended December 31, 2012 filed by CNH with the SEC on March 1, 2013. These forward-looking statements speak only as of the date of this communication and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.
ELECTION FORM FOR
REGISTERED HOLDERS OF CNH GLOBAL N.V. COMMON STOCK
To Accompany Share Certificates of CNH GLOBAL N.V. Common Stock
(CUSIP NO. 0111298 38)
FOR THE INITIAL ALLOCATION OF SPECIAL VOTING SHARES IN THE SHARE
CAPITAL OF FI CBM HOLDINGS N.V. (TO BE RENAMED CNH INDUSTRIAL N.V.)
UPON COMPLETION OF THE CNH MERGER
Return this completed Election Form, together with any physical share certificate(s) (the Share Certificates) representing the shares of CNH Global N.V. Common Stock to:
Computershare Trust Company, N.A.
Attn Corporate Actions
250 Royall St
Suite V
Canton MA 02021
To holders of CNH Global N.V. Common Stock:
Please read, complete and sign this election form (the Election Form) in accordance with the instructions contained herein, to elect to receive Special Voting Shares in the capital of FI CBM Holdings N.V. (the Company).
This Election Form should be read in conjunction with the Special Voting Shares Terms and Conditions, the convening notice and agenda for the CNH Global N.V. (CNH) EGM held on July 23, 2013 and the explanatory notes thereto, including the Prospectus dated June 6, 2013, which documentation is available on the corporate website of CNH, www.cnh.com. Defined terms in this Election Form will have the meaning as set out in the Special Voting Shares Terms and Conditions, unless otherwise defined herein.
Please send the completed Election Form to Computershare Trust Company, N.A. at the address set forth below (the Agent). This Election Form must ultimately be received by the Agent on or before August 13, 2013.
By submitting this Election Form (together with your CNH stock certificates) you are hereby requesting to obtain Special Voting Shares.
If you do not correctly complete this Election Form and return it with your stock certificates or if this Election Form and accompanying stock certificates are not received by the Agent on or before August 13, 2013, you will not be entitled to receive Special Voting Shares upon completion of the CNH Merger.
THIS ELECTION FORM IS REVOCABLE BY THE HOLDER, AND ONLY IN ITS ENTIRETY AND NOT IN PART, UPON REQUEST THEREFOR IN WRITING TO THE AGENT, BUT ONLY IF THAT REVOCATION IS RECEIVED BY THE CLOSE OF TRADING ON THE SECOND BUSINESS DAY PRECEDING THE EFFECTIVENESS OF THE MERGERS. UPON SUCH REVOCATION, YOUR STOCK CERTIFICATES WILL BE RETURNED BY THE AGENT.
1. | NAME AND ADDRESS OF HOLDER (PLEASE PRINT) |
DESCRIPTION OF SHARES OF CNH COMMON STOCK SURRENDERED |
Name(s) and Address of Registered Holder(s) (Please correct details if incorrect or fill in, if blank) (Please ensure name(s) appear(s) exactly as on Certificate(s)) |
Certificate No(s). |
Certificate share amount |
Book entry share total |
Number of Shares | ||||
| ||||||||
TOTAL SHARES | ||||||||
|
E-mail address:
(This election form must be signed by the registered holder(s) exactly as such name(s) appear(s) on the Share Certificate(s) .) If multiple holders improperly complete this section, then such holders will not be considered to have made a proper election.
If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the necessary information above, including full title.
Page 2
2. | NUMBER OF COMMON SHARES OF CNH FOR WHICH YOU ELECT TO RECEIVE SPECIAL VOTING SHARES |
Please print the number of common shares of CNH held in your name as to which you elect to receive Special Voting Shares (the Election Shares) in the capital of the Company upon completion of the Mergers. |
................................common shares |
3. | CONFIRMATION OF PRESENCE AT CNH EGM |
The undersigned holder hereby certifies that the undersigned, as holder of Election Shares, was present or represented by proxy at the CNH EGM concerning the CNH Merger.
4. | DIRECTION TO DIRECTLY REGISTER COMMON SHARES UPON COMPLETION OF THE CNH MERGER |
Holders of shares held through banks or brokers should note that the Common Shares to be issued in the CNH Merger as to which Special Voting Shares are elected, and the Special Voting Shares, WILL NOT be DTC eligible. All such Common Shares and Special Voting Shares will be uncertificated and registered only on the shareholders register of the Company in accordance with the instructions below. COMMON SHARES ISSUED IN THE MERGER MAY NOT BE REGISTERED BELOW IN THE NAME OF A BANK, BROKER OR CUSTODIAN, but rather only may be registered in the name of the beneficial owner of the Election Shares to which this form pertains. By signing this form, the undersigned is directing the Agent to register the Common Shares to be issued in the CNH Merger in the name and address of the undersigned as set forth in Instruction 1.
U.S. Federal Withholding Tax. PLEASE COMPLETE AND SUBMIT THE ACCOMPANYING IRS FORM W-9 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER IF YOU ARE A U.S. HOLDER (AS DEFINED IN SECTION 13 OF THE OFFER TO PURCHASE). Please note that the Paying Agent may withhold 28% of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number is not properly certified on our records. If you are a Non-U.S. Holder (as defined in Section 13 of the Offer to Purchase), please complete and submit an IRS Form W-8BEN, W-8IMY (with any required attachments), W-8ECI, or W8EXP, as applicable (which may be obtained from the IRS website (www.irs.gov)).
Page 3
5. | DECLARATION AND POWER OF ATTORNEY |
By returning this Election Form, duly completed, you irrevocably and unconditionally:
(a) | agree to be bound by the Special Voting Shares Terms and Conditions, as published on the CNH website; and |
(b) | authorize and instruct the Agent to represent you and act on your behalf in connection with any issuance, allocation, acquisition, transfer and/or repurchase of any Special Voting Share in accordance with and pursuant to the Special Voting Shares Terms and Conditions. |
6. | GOVERNING LAW, DISPUTES |
This Election Form is governed by and construed in accordance with the laws of the Netherlands. Any dispute in connection with this Election Form will be brought before the courts of Amsterdam, the Netherlands.
*SIGNATURE BLOCK ON FOLLOWING PAGE*
Page 4
SIGNATURE
Signature of Holder: |
Name of holder: |
Date:
PLEASE RETURN THIS ELECTION FORM TO THE AGENT AT THE BELOW MENTIONED ADDRESS ON OR BEFORE August 13, 2013.
If delivering by mail: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
If delivering by courier: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021 |
Page 5
Form W-9 Request for Taxpayer Give Form to the
(Rev. January 2011) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Internal Revenue Service
Name (as shown on your income tax return)
Business name/disregarded entity name, if different from above
Check appropriate box for federal tax
classification (required): Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate
Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) Exempt payee
Other (see instructions)
Address (number, street, and apt. or suite no.) Requesters name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on the Name lineSocial security number
to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whoseEmployer identification number
number to enter.
Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.
Sign Signature of
Here U.S. person Date
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Purpose of Form
A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requesters form if it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien, A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, An estate (other than a foreign estate), or A domestic trust (as defined in Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.
Cat. No. 10231X Form W-9 (Rev. 1-2011)
Form W-9 (Rev. 1-2011) | Page 2 |
Form W-9 (Rev. 1-2011) | Page 3 |
Form W-9 (Rev. 1-2011) | Page 4 |
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
Filed by CNH Global N.V. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No: 333-05752 Subject Company: CNH Global N.V |
For more information contact:
CNH Global N.V.
6900 Veterans Boulevard
Burr Ridge, IL, USA
60527-7111
This document does not constitute an offer to exchange or sell or an offer to exchange or buy any securities.
An offer of securities in the United States pursuant to a business combination transaction was made through a prospectus which is part of a registration statement which was declared effective by the US Securities and Exchange Commission on June 21, 2013. CNH Global N.V. (CNH) and Fiat Industrial S.p.A. (FI) shareholders who are US persons or are located in the United States are advised to read the registration statement because it contains important information relating to the proposed transaction. You may inspect and copy the registration statement relating to the proposed transaction and documents incorporated by reference at the SECs Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. CNHs and FI CBM Holdings N.V.s SEC filings are also available to the public at the SECs web site at http://www.sec.gov. In addition, FI CBM Holdings N.V. has made the prospectus available for free to shareholders of CNH and FI in the United States.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements relating to CNH and the proposed business combination with FI. All statements included in this communication concerning activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the following: uncertainties as to whether the proposed business combination will be consummated, uncertainties as to the timing of the proposed business combination, uncertainties as to how many of CNHs shareholders will participate in the proposed business combination, the risk that the announcement of the proposed business combination may make it more difficult for CNH to establish or maintain relationships with its employees, suppliers and other business partners, the risk that CNHs business will be adversely impacted during the pendency of the proposed business combination; the risk that the operations of CNH and FI will not be integrated successfully, and other economic, business and competitive factors affecting the businesses of CNH generally, including those set forth in its annual report on Form 20-F for the year ended December 31, 2012 filed by CNH with the SEC on March 1, 2013. These forward-looking statements speak only as of the date of this communication and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.
If you hold your CNH common shares through a bank, brokerage or custodian firm in the book entry system maintained by the Depository Trust Company, you must contact your bank, broker or other intermediary to instruct them to complete an electronic election form through a website maintained by Computershare Trust Company, N.A. Your bank, broker or other intermediary has previously received details from Computershare Trust Company, N.A. regarding the electronic election form submission process, and they are in a position to make the applicable electronic submissions for you, upon your instruction. Please direct all questions regarding the special voting shares and how to properly and timely submit an election form to Mackenzie Partners, Inc. One of Mackenzie Partners customer service representatives will be able to answer your questions