Exhibit 99.1
[LOGO OF CASE CORPORATION]
For more information, contact:
William B. Masterson
(414) 636-5793
For immediate release
NEW HOLLAND, CASE TO FORM LEADING GLOBAL EQUIPMENT COMPANY,
NEW HOLLAND-PARENT FIAT TO HOLD MAJORITY 71 PERCENT INTEREST
O NEW $12 BILLION COMPANY WILL HAVE THE BROADEST GLOBAL REACH
IN THE INDUSTRY
O CASE SHAREHOLDERS TO RECEIVE $55 PER SHARE THROUGH A CASH
MERGER TRANSACTION RECOMMENDED BY CASE BOARD OF DIRECTORS
O PRODUCT, BUSINESS AND DISTRIBUTION STRENGTHS OF NEW HOLLAND
AND CASE CREATE STRONGER ENTERPRISE TO BENEFIT CUSTOMERS,
DEALERS AND SHAREHOLDERS
O OPPORTUNITIES FOR GROWTH WILL COME FROM NEW AGRICULTURAL
EQUIPMENT MARKETS, CONSTRUCTION EQUIPMENT AND FINANCIAL
SERVICES
O POTENTIAL FOR $400-500 MILLION IN ANNUAL COST SAVINGS
WITHIN 3 TO 4 YEARS
O WORLD-CLASS BRANDS OF BOTH COMPANIES TO BE MAINTAINED
Racine, Wisconsin, and Amsterdam, The Netherlands (May 17, 1999) - New
Holland N.V. (NYSE:NH) and Case Corporation (NYSE:CSE) will join together to
form a nearly $12 billion global equipment company in a cash merger transaction
which values the equity of Case at approximately $4.3 billion. Under the
agreement, which is being recommended by the board of directors of Case to its
shareholders and is fully supported by Fiat, a new Group would be created with
Fiat retaining a 71 percent controlling interest. Case shareholders would
receive $55 per share in cash from New Holland N.V. New Holland N.V. will fund
the
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transaction by issuing debt and equity. The transaction is subject to regulatory
and Case shareholder approvals.
Jean-Pierre Rosso, Case chairman and chief executive officer, will
become chairman and chief executive officer of the combined company. Umberto
Quadrino, New Holland chief executive officer, will serve as the board's
co-chairman over a transition period. Together with Rosso, he will lead the
committee that will ensure an aggressive, well-managed integration of the
cultures and operations of the two companies.
"We are creating a new company with an extraordinary range of
products and services that will meet the needs of more customers around the
world than any other equipment company, while also capturing the significant
synergies of a company of this scale and scope," Rosso said. "Through our
combined resources and strengths, we will have the capabilities to lead the
technological changes and emerging market opportunities that are developing
throughout our industry today."
"We are elated by this opportunity to create a new company with
unparalled global reach in the equipment industry," said Quadrino. "The
management of both Case and New Holland have pursued a strategy of geographic
and product balance, and now, together, we will build a truly balanced global
company with the potential to lead the industry through better efficiencies and
synergies. Participating in this challenge, New Holland and Case employees
will enjoy greater opportunities for professional development."
PRODUCTS, DISTRIBUTION AND BUSINESS MIX OF TWO COMPANIES COMPLEMENTARY
The two companies are a good match. New Holland's and Case's product
line strength, geographic sales distribution and business mix are complementary.
Similarly, both companies have different technological expertise that can be
applied to both product lines.
In North American agriculture, for example, Case's high horsepower
tractors have a substantial presence in the large cash grain customer segment,
while New Holland's smaller tractors lead the industry in the traditional
agriculture, livestock and dairy segments. Outside North America, New Holland
leads the industry in Europe, and has a strong position in Brazil, Africa and
the Middle East, Japan and Southeast Asia, with exciting new ventures underway
in India and China, while Case is well established in Latin America, Eastern
Europe, and the Former Soviet Union.
In the North American construction industry, the Case loader backhoe
is a major player, while recent actions have substantially strengthened the Case
position in heavy equipment. With the recent acquisition of O&K, New Holland has
moved into second place in Europe, has strengthened its position in Latin
America and has just launched a full line of construction equipment in North
America.
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In addition, both companies have developed profitable and
fast-growing financial services operations, serving their customers and dealers
in established and new markets alike, while offering tremendous opportunities
for growth around the world.
POTENTIAL FOR $400-$500 MILLION IN ANNUAL SAVINGS WITHIN 3 TO 4 YEARS
At the same time, there exists enormous potential for operating
synergies, which can be achieved through integrated production, purchasing, and
support activities. These savings are expected to reduce the companies' total
cost base by $400-$500 million annually within three to four years.
The savings generated will drive the growth strategy for the new,
combined company. In agricultural equipment, growth will be achieved through
coordinated expansion into new markets. Perhaps the greatest potential for
growth for the combined company lies in construction equipment and financial
services. In construction equipment, products will be offered through the
various distribution channels, creating an even greater degree of balance
between the construction and agricultural sides. In financial services, the new
company will also emphasize the continued expansion of its financial services
business, both in terms of traditional and new markets as well as a wider range
of services available to dealers and customers.
BRANDS AND DISTRIBUTION TO BE STRENGTHENED
The brand equities of both companies will be preserved and the
combined companies' distribution network will be strengthened. The new Group
will be equal to the market leader in agriculture and third in the construction
industry.
The combined companies will bring a broader array of world-class
products and services to customers around the world. Longer term, the combined
strength of the respective R&D organizations will provide customers with
innovative products and services to enhance their productivity well into the
21st century.
The financial advisors on the transaction were Goldman Sachs
International for New Holland, Credit Suisse First Boston for Case, and
Lazard Freres & Co. LLC for Fiat.
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In 1998, Case Corporation reported consolidated net revenues of $6.1
billion, while New Holland reported revenues of $5.7 billion. Case operates
through approximately 4,900 independent dealers and distributors and employs
17,700 people. New Holland has approximately 6,100 dealers and 21,300 employees,
including O&K.
This press release contains forward looking statements with respect to the
financial condition, results of operations and business of New Holland N.V. and
Case Corporation, including statements relating to the cost savings that will be
realized from the integration of the two companies. These forward looking
statements involve certain risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by such forward
looking statements include, among other things, the following possibilities:
expected cost savings from the transaction cannot be fully realized or realized
within the expected time; competitive pressures in the industries in which the
companies compete intensify; changes in general economic or capital market
conditions, or in the agricultural or construction equipment businesses in
particular, adversely affect the companies operations; legislative or regulatory
requirements or changes adversely affect the businesses of the companies; or
costs relating to the integration of the companies are greater than expected.
Further information concerning factors that could affect expected results or New
Holland N.V. and Case Corporation are included in their respective annual
reports as filed with the Securities and Exchange Commission.