CNH Industrial announces voluntary delisting from Euronext Milan and single listing on the New York Stock Exchange; CNH further announces up to $1 Billion Share Buyback Program
Basildon, November 7, 2023
CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) announces today that its Board of Directors has approved an application to delist its ordinary shares from Euronext Milan. Such application will be filed today.
As announced on February 2, 2023, the decision to delist from Euronext Milan and concentrate its listing on NYSE was taken following a careful review of the relative trading volumes on the two exchanges. Since the spin-off in January 2022 of CNH’s On-Highway activities and the creation of Iveco Group, the majority of CNH stock trading has progressively shifted to the New York Stock Exchange (NYSE), revealing that the Company’s business profile and investor base fit better with a single US listing. Concentrating trading in one market should allow for increased liquidity and investor focus, while further simplifying the company profile and compliance requirements.
The Company believes that the NYSE meets all requirements provided in the Milan Stock Exchange rules applicable to CNH, i.e., that NYSE’s characteristics are equivalent to European regulated markets and it has a sufficient level of liquidity, ensuring also adequate safeguards for investors. This press release includes a summary overview of such key safeguards for investors.
Upon satisfaction of all conditions, Borsa Italiana will arrange for the delisting of CNH’s ordinary shares and will publish a notice indicating the date of effectiveness of the delisting. Delisting from Euronext Milan would take effect no earlier than 45 days after the publication by Borsa Italiana of its notice arranging for delisting. The Company is confident that single listing on the NYSE will be effective at the beginning of January 2024. Further information will be made available pursuant to the applicable regulation. Until the day of delisting, CNH’s common shares will continue to be listed also on Euronext Milan.
CNH’s Board of Directors and its Management Team are grateful to Euronext Milan for having been the Company’s listing venue for more than 10 years and are excited about the Company’s continued presence on the NYSE.
Additional practical information regarding the delisting will be published in the Investor Relations section of our website at www.cnhindustrial.com as soon as Borsa Italiana will announce its decision about the delisting application.
CNH further announces today that the Board of Directors has approved a new share buyback program (the “Program”). Under the Program the Company will repurchase from time to time up to US$1 billion worth of its common shares between November 8, 2023, and March 1, 2024. Funded by the Company’s liquidity, the Program is intended to optimize the capital structure of the Company and to assist with offsetting any potential volatility arising from the delisting of its shares on Euronext Milan.
The Program will consist of two primary components:
- The first component will involve share repurchases of an amount equivalent to up to EUR 400 million worth of the Company’s common shares between November 8, 2023, and December 29, 2023
- The purchases will be carried out on Euronext Milan and on multilateral trading facilities (MTFs), in compliance with applicable rules and regulations, subject to a maximum price per common share equal to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of Euronext Milan plus 10% (maximum price) and to a minimum price per common share equal to the average of the lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of Euronext Milan minus 10% (minimum price)
- The actual timing, number and value of common shares repurchased under the Program will depend on various factors, including market conditions, general business conditions, and compliance with applicable legal requirements. The Program does not oblige the Company to repurchase any common shares, and, also on the basis of trading volumes and price volatility, it may be modified upwards, suspended, discontinued, at any time, for any reason and without previous notice, in accordance with applicable laws and regulations.
- Subject to the above conditions, purchases will be carried out in compliance with the conditions and the restrictions under Article 3 (paragraphs 1, 2 and 3) and Article 4 (paragraph 1) of the Commission Delegated Regulation (EU) 2016/1052 and market practices
- Details of the transactions carried out will be disclosed in accordance with the terms and conditions required by the applicable regulations
- The second component will involve share repurchases from time to time of up to the remaining authorized repurchase amount under the Program between November 8, 2023, and March 1, 2024
- The purchases will be executed on the NYSE. Pursuant to this component, CNH Industrial will provide purchase instructions from time to time in compliance with applicable rules, regulations and legal requirements. The actual timing, number and value of common shares repurchased on the NYSE will depend on a number of factors, including market and general business conditions
- Any repurchases executed under Component 1 could additionally be executed on the NYSE between November 8, 2023, and December 29, 2023 to further supplement repurchases executed on Euronext Milan under Component 1
The Program will be conducted within the framework of the authorization granted by the Shareholders’ Meeting held on April 13, 2023, whereby the Board is vested with the authority to purchase up to 10% of the Company’s issued common shares during the eighteen-month period following such Shareholders’ Meeting.
As of today, the Company holds 36,197,502 common shares in treasury.
Goldman Sachs & Co. LLC is acting as financial advisor to CNH.
BNP Paribas is acting as co-advisor and buyback agent for CNH in Europe.