Demerger of Iveco Group and Directors Appointment approved by CNH
Industrial shareholders: Demerger expected to be effective on
January 1, 2022
ADVERTISEMENT. This
announcement is an advertisement for the purposes of Regulation
(EU) 2017/1129, as amended (the “Prospectus Regulation”) relating
to the intention of Iveco Group N.V. (“IVG”) to proceed with the
proposed first admission to listing and trading of all of the
common shares of IVG on the regulated market of Euronext Milan (the
“Admission”). This announcement does not constitute or form part of
a prospectus within the meaning of the Prospectus Regulation and
has not been reviewed nor approved by any regulatory or supervisory
authority in any jurisdiction, including any member state of the
European Economic Area (each, an “EEA Member”), the United Kingdom
and the United States. This announcement is for information
purposes only and is not intended to constitute, and should not be
construed as, an offer by or invitation by or on behalf of, IVG,
CNH Industrial N.V (“CNH Industrial”), any of their advisors or any
representative of IVG or CNH Industrial or any of their advisors,
to purchase any securities or an offer to sell or issue, or the
solicitation to buy securities by any person in any jurisdiction,
including any EEA Member, the United Kingdom or the United States.
The approval of the Prospectus (as defined below) by the
Netherlands Authority for the Financial Markets (Autoriteit
Financiële Markten, the “AFM”) should not be understood as an
endorsement of the quality of the Shares (as defined below) and
IVG. Potential investors should read the Prospectus before making
an investment decision in order to fully understand the potential
risks and rewards associated with the decision to invest in the
Shares
London, December 23, 2021
CNH Industrial N.V. (“CNHI”) (NYSE: CNH / MTA:
CNH) announces that its shareholders’ meeting, held today, approved
the proposal to allow the demerger of Iveco Group business from CNH
Industrial. This proposal was approved by an overwhelming majority
(with more than 99% of the votes cast in favor of the
transaction).
Following today’s approval by shareholders and
receipt of the final regulatory clearances over the course of the
current month, CNH Industrial expects to complete the demerger on
December 31, with the effective date on January 1, 2022.
Admission to listing and to trading of Iveco
Group N.V. common shares on Euronext Milan will be subject to
further announcements.
CNH Industrial shareholders are entitled to
receive one Iveco Group common share for every five CNH Industrial
common shares held at close of business on the record date for
allocation, January 4, 2022. The outstanding CNH Industrial common
shares will be quoted ex-allocation from January 3, 2022 on both
Euronext Milan and NYSE. Additional details regarding the
settlement mechanics related to the allotment of the Iveco Group
shares can be found at:
www.cnhindustrial.com/en-us/investor_relations/Pages/demerger_documents.aspx
Today the shareholders of CNH Industrial also
approved the appointment of two new non-executive directors, Ms.
Catia Bastioli and Ms. Åsa Tamsons, who will replace Mr. Tufan
Erginbilgic and Mr. Lorenzo Simonelli (who, in turn, will join
Iveco Group N.V. board of directors upon consummation of the
demerger). Details of all matters approved today by the Company’s
shareholders and voting results are available on the Company's
website (www.cnhindustrial.com).
CNH Industrial
N.V. (NYSE: CNHI / MI: CNHI) is a
global leader in the capital goods sector with established
industrial experience, a wide range of products and a worldwide
presence. Each of the individual brands belonging to the Company is
a major international force in its specific industrial sector: Case
IH, New Holland Agriculture and Steyr for tractors and agricultural
machinery; Case and New Holland Construction for earth moving
equipment; Iveco for commercial vehicles; Iveco Bus and Heuliez Bus
for buses and coaches; Iveco Astra for quarry and construction
vehicles; Magirus for firefighting vehicles; Iveco Defence Vehicles
for defence and civil protection; and FPT Industrial for engines
and transmissions. More information can be found on the corporate
website: www.cnhindustrial.com
Sign up for corporate news alerts from
the CNH Industrial Newsroom:
bit.ly/media-cnhindustrial-subscribe
Contacts:
Corporate Communications Email:
mediarelations@cnhind.com
Investor Relations Email:
investor.relations@cnhind.com
DISCLAIMERThis announcement
does not constitute a prospectus within the meaning of Regulation
(EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market,
as amended (the “Prospectus Regulation”), and shares in Iveco Group
N.V. will be allotted in circumstances that do not constitute “an
offer to the public” within the meaning of the Prospectus
Regulation. This announcement is not intended for distribution in
jurisdictions that require prior regulatory review and
authorization to distribute an announcement of this nature.
The release, publication or distribution of this
announcement in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which they are
released, published or distributed, should inform themselves about,
and observe, such restrictions.
This announcement is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, as amended
(the “Prospectus Regulation”). With respect to the member States of
the European Economic Area, no action has been undertaken or will
be undertaken to make an offer to the public of the securities
referred to herein requiring a publication of a prospectus in any
relevant member State. As a result, the securities may not and will
not be offered in any relevant member State except pursuant to a
prospectus approved by the relevant market authorities in that
member State or in accordance with the exemptions set forth in
Article 3(2) of the Prospectus Regulation, if they have been
implemented in that relevant member State, or under any other
circumstances which do not require the publication of a prospectus
pursuant to Article 3 of the Prospectus Regulation and/or to
applicable regulations of that relevant member State. This
announcement is not intended to constitute, and should not be
construed as, an offer by or invitation by or on behalf of, the
Company, CNH Industrial, any of its advisors or any representative
of the Company or CNH Industrial or any of their advisors, to
purchase any securities or an offer to sell or issue, or the
solicitation to buy securities by any person in any jurisdiction,
including any EEA Member, the United Kingdom or the United
States.
The securities referred to herein may not be
offered or sold in the United States of America absent registration
or an applicable exemption from registration under the U.S.
Securities Act of 1933, as amended. The Company and CNH Industrial
do not intend to register all or any portion of the offering of the
securities in the United States of America or to conduct a public
offering of the securities in the United States of America.This
announcement does not constitute an offer of securities to the
public in the United Kingdom. This announcement is being
distributed to and is directed only at (i) persons who are outside
the United Kingdom or (ii) persons who are investment professionals
within the meaning of Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and
(iii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as “Relevant
Persons”). Any investment activity to which this announcement
relates will only be available to and will only be engaged with,
Relevant Persons. Any person who is not a Relevant Person should
not act or rely on this document or any of its contents.
This announcement may include statements,
including with respect to CNH Industrial’s and the Company’s
financial condition, results of operations, business, strategy,
plans and outlook, including the impact of certain transactions.
These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms “believes”,
“estimates”, “anticipates”, “expects”, “intends”, “plans”,
“targets”, “may”, “will” or “should” or, in each case, their
negative or other variations or comparable terminology. These
forward-looking statements are made as of the date of this
announcement. Although CNH Industrial and the Company believe that
such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future
performance. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Such
forward-looking statements are included for illustrative purposes
only. Actual results may differ materially from the forward-looking
statements as a result of a number of risks and uncertainties, many
of which are outside CNH Industrial and the Company’s control. CNH
Industrial and the Company expressly disclaim any intention or
obligation to provide, update or revise any forward-looking
statements in this announcement to reflect any change in
expectations or any change in events, conditions or circumstances
on which these forward-looking statements are based.
The price and value of securities may go up as
well as down. Persons needing advice should contact a professional
adviser. Information in this announcement or any of the documents
relating to the Admission and the Demerger cannot be relied upon as
a guide to future performance.
The Company may decide not to go ahead with the
Admission and CNH Industrial may decide not to go ahead with the
Demerger and there is therefore no guarantee that the Admission and
the Demerger will occur. You should not base your financial
decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested.
- 20211223_PR_CNH_Industrial_EGM
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