Fiat Industrial today announced its "best and final offer" to buy out its U.S. subsidiary, heavy equipment manufacturer CNH Global NV (NYSE: CNH), which last month rejected an offer Fiat had made in May. The new proposal offers an additional $10-per-share cash dividend to CNH shareholders. And Fiat says the clock is ticking. Click here to open a PDF version of Fiat's press release with the details.
In May, Fiat offered each CNH shareholder 3.828 shares of a new, merged company in exchange for each of their existing CNH shares. Today's sweetened deal comes after discussions with CNH's "Special Committee" on what it would take to close the deal.
The new offer largely tracks the old offer, contemplating establishment of a "NewCo" from the merged Fiat and CNH. Fiat shareholders would receive one share of the company for each of their existing shares, while CNH shareholders would receive 3.828 shares of NewCo for each share of CNH they own. In addition, each CNH shareholder is now being offered a $10 cash dividend for each share of CNH they hold -- paid prior to completion of the merger, "and if practicable, prior to the end of this year."
Fiat, which itself owns 88% of CNH shares, says it will defer payment of the $10 dividend to itself. CNH has until 11:59 pm EST on Wednesday to decide to recommend the offer to its shareholders. Otherwise, Fiat says, it will withdraw the offer and terminate discussions on the proposed merger.