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JANUARY 2013
FIat IndUStRIaL and cnH
GLoBaL annoUncE dEFInItIVE aGREEMEnt to coMBInE BUSInESSES
Fiat Industrial S.p.a. (MI:FI) and cnH Global n.V. (nYSE: cnH) has entered into a definitive merger agreement to combine the businesses of Fiat Industrial and cnH. the terms of the definitive merger agreement are consistent with Fiat Industrial’s final offer announced november 19. the terms provide that Fiat Industrial and cnH will each merge into a newly-formed company organized under the laws of the netherlands (newco). Fiat Industrial shareholders will receive one newco share for each Fiat Industrial share and cnH shareholders will receive 3.828 newco shares for each cnH share in the merger.
Pursuant to the definitive merger agreement, CNH would pay a cash dividend of US$10 per CNH share to the CNH minority shareholders prior to completion of the merger. CNH will use its reasonable best efforts for the dividend to be paid prior to December 31, 2012 or as promptly thereafter as practicable. The cash dividend, when added to the 3.828 NewCo common shares for each CNH share, represented a 25.6% premium over the implied value of Fiat Industrial’s initial offer as of November 16, 2012, the trading day prior to the date on which Fiat Industrial’s final offer was announced. In addition, CNH minority shareholders will benefit from the dividend being paid prior to completion of the merger.
Fist Industrial retained Legance Studio Legale Associato, Sullivan & Cromwell and Freshfield Bruckhaus Deringer LLP as its legal advisors, and Goldman, Sachs & Co. as its financial advisor. LM
GIGacLEaR SEcURES EQUItY FInancInG
Gigaclear Limited has successfully concluded further equity financing for the company that enables it to substantially accelerate the pace of its roll-out of ultrafast fibre-to-the-home (FttH) broadband networks in rural UK communities.
Gigaclear, founded in 2010 by Mathew Hare, designs, builds and operates fibre broadband networks in rural UK communities.
The additional funds secured from a group of private investors will allow Gigaclear to expand substantially the number of communities it can serve with FTTH. This will be good news to the scores of rural communities which have registered interest with the company to bring Gigaclear services to their villages and towns.
Matthew Hare said: “Gigaclear has successfully proven the level of demand for high speed internet in rural and semi-rural areas and has developed a business model which enables it to offer sensible returns to investors. It is now about rolling-out to more communities. The additional balance sheet strength we now have in place should secure Gigaclear’s position at the forefront of rural broadband development.”
Ellacotts provided tax advice to Gigaclear Ltd including assurance it qualifies for enterprise investment scheme (EIS) relief on behalf of potential investors who acquired shares on 15 November 2012.
Alan Boby, tax partner at Ellacotts LLP, confirmed the company complies with the conditions for EIS relief under tax legislation. This should enable the company to obtain tax certification from HM Revenue & Customs and the investors to claim EIS relief on their personal tax returns, subject to personal qualifying conditions. EIS relief can provide both income tax and capital gains tax benefits. LM
Gigaclear
Fiat Industrial and CNH Global