CNH INDUSTRIAL N.V. (THE “COMPANY”) IS A CORPORATION ORGANIZED UNDER THE LAWS OF THE NETHERLANDS.
CNH INDUSTRIAL N.V. AND ITS SUBSIDIARIES (THE “GROUP”) OPERATE IN APPROXIMATELY 40 COUNTRIES. CNH INDUSTRIAL N.V. HAS ITS CORPORATE SEAT IN AMSTERDAM, THE NETHERLANDS, AND ITS PRINCIPAL OFFICE IN BASILDON, UNITED KINGDOM.
THE GROUP IS INVOLVED IN THE MANUFACTURE AND SALE OF AGRICULTURAL AND CONSTRUCTION EQUIPMENT, TRUCKS AND COMMERCIAL VEHICLES AND INDUSTRIAL AND MARINE ENGINES AND TRANSMISSION SYSTEMS.
THE CONSOLIDATED FINANCIAL STATEMENTS ARE PRESENTED IN EUROS.
Merger of Fiat Industrial S.p.A. and CNH Global N.V. with and into CNH Industrial N.V.
The deeds of merger for the merger of Fiat Industrial S.p.A. and CNH Global N.V. with and into CNH Industrial N.V. were executed, respectively, on September 27 and 28, 2013. The effective date of the merger transactions (the “Transaction”) was September 29, 2013. The main objective of the Transaction was to simplify the capital structure of the Fiat Industrial Group (the “CNH Industrial Group” subsequent to the Transaction) by creating a single class of liquid stock listed on the New York Stock Exchange (“NYSE”) and on the Mercato Telematico Azionario managed by Borsa Italiana S.p.A. (“MTA”). The principal steps in the reorganization were:
- the cross-border merger of Fiat Netherlands Holding N.V. (“FNH”) with and into Fiat Industrial S.p.A. (the “FNH Merger”) which occurred on August 1, 2013;
- the cross-border reverse merger of Fiat Industrial S.p.A. with and into FI CBM Holdings N.V. (the “FI Merger”); and
- the Dutch merger of CNH Global N.V. with and into FI CBM Holdings N.V. (the “CNH Merger” and, together with the FI Merger, the “Merger” or the Transaction), subsequently renamed CNH Industrial N.V. That Company has taken, as a consequence of the Transaction, the role of CNH Industrial Group’s parent company.
All the companies (i.e., Fiat Industrial S.p.A., FI CBM Holdings N.V., FNH and CNH Global N.V.) involved in the reorganization process were part of the Fiat Industrial Group; in particular: (i) FNH was a wholly-owned direct subsidiary of Fiat Industrial S.p.A.; (ii) FI CBM Holdings N.V. was a wholly-owned direct subsidiary of Fiat Industrial S.p.A.; and (iii) CNH Global N.V. was an indirect subsidiary of Fiat Industrial S.p.A. (controlled through FNH which owned approximately 87% of CNH Global N.V.’s capital stock).
In connection with the FI Merger, Fiat Industrial S.p.A. shareholders received one newly allotted common share in CNH Industrial N.V. (having a nominal value of €0.01 each) for each ordinary share held in Fiat Industrial S.p.A. (having a nominal value of €1.57 each). In connection with the CNH Merger, CNH Global N.V. shareholders received 3.828 newly allotted CNH Industrial N.V. common shares (having a nominal value of €0.01 each) for each common share held in CNH Global N.V. (having a nominal value of €2.25 each).
At closing, CNH Industrial N.V. issued 1,348,867,772 common shares which were allotted to Fiat Industrial S.p.A. and CNH Global N.V. shareholders on the basis of the established exchange ratios described above. CNH Industrial N.V. also issued special voting shares (non-tradable) which were allotted to eligible Fiat Industrial S.p.A. and CNH Global N.V. shareholders who had elected to receive special voting shares. On the basis of the requests received, CNH Industrial issued a total of 474,474,276 special voting shares. On September 30, CNH Industrial N.V. common shares began trading on the NYSE and the MTA.
The Transaction represents a “business combination involving entities or businesses under common control” and it is outside the scope of application of IFRS 3. As such, financial information as of and for the years ended December 31, 2012 and 2011, included for comparative purposes, are stated at the carrying amounts reported in the Consolidated Financial Statements of Fiat Industrial Group prior to the merger transaction. The main effect of the Transaction has been the acquisition of the non-controlling interests in the profit and loss and shareholder’s equity of CNH Global N.V. since the closing date; this effect has been immaterial on the consolidated profit and loss for the year ended December 31, 2013.