Commercial: This announcement is an commercial for the needs of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) referring to the intention of Iveco Group N.V. (the “Firm”) to proceed with the proposed first admission to itemizing and buying and selling of all the widespread shares of the Firm on the regulated market of Euronext Milan (the “Admission”). This announcement doesn’t represent or type a part of a prospectus inside the that means of the Prospectus Regulation and has not been reviewed nor permitted by any regulatory or supervisory authority in any jurisdiction, together with any member state of the European Financial Space (every, an “EEA Member”), the UK and the US. This announcement is for data functions solely and isn’t meant to represent, and shouldn’t be construed as, a proposal by or invitation by or on behalf of, the Firm, CNH Industrial N.V (“CNH Industrial”), any of their advisors or any consultant of the Firm or CNH Industrial or any of their advisors, to buy any securities or a proposal to promote or difficulty, or the solicitation to purchase securities by any individual in any jurisdiction, together with any EEA Member, the UK or the US.
A prospectus has been ready by the Firm in reference to the Admission within the context of the meant separation of the related enterprise segments from CNH Industrial to the Firm by the use of a Dutch regulation statutory demerger (afsplitsing) (the “Demerger”), which prospectus was permitted by the Netherlands Authority for the Monetary Markets (Autoriteit Financiële Markten, the “AFM”) on November 11, 2021 (the “Prospectus”). Potential buyers ought to learn the Prospectus earlier than investing determination with the intention to totally perceive the potential dangers and rewards related to the choice to spend money on the shares within the Firm. The approval of the Prospectus by the AFM shouldn’t be understood as an endorsement of the standard of the shares within the Firm or the Firm. Moreover, the Prospectus could also be amended or supplemented previous to the date of Admission in relation to, amongst different issues, any important new components which can have arisen after the date of publication of the Prospectus. A replica of the Prospectus is obtainable on the web site of the Firm (www.ivecogroup.com/investor_relations/demerger_documents).
Iveco Group presents its Enterprise, Technique and 2026 Monetary Ambitions
Demerger will create a number one, world Industrial and Specialty Autos, Powertrain
and associated Monetary Companies firm
Concentrate on sustainable worth creation by means of the continued embrace of recent applied sciences and sensible partnerships for a step change in monetary efficiency
- Whole internet revenues of Industrial Actions at between €16.5 – 17.5 billion (2019: €11.8 billion)
- Adjusted EBIT margin of Industrial Actions at between 5.0% – 6.0% (2019: 3.6%)
- Adjusted Web Revenue at between €0.6 – 0.8 billion (2019: €0.3 billion)
Shareholders to obtain 1 new Iveco Group N.V. share for each 5 CNH Industrial N.V. shares owned
Iveco Group signed The Local weather Pledge, a dedication co-founded by Amazon and World Optimism to succeed in internet zero carbon by 2040
Turin, November 18, 2021
Within the context of the demerger (the “Demerger”) of Iveco Group (“Iveco Group” or “the Group” or “the Firm”) from CNH Industrial N.V. (“CNH Industrial”), Iveco Group’s senior administration is assembly right this moment with the monetary group to current the Firm’s enterprise, technique, and 2026 monetary ambitions, in addition to the phrases of the Demerger that may outcome within the itemizing of its widespread shares on the regulated market of Euronext Milan inventory trade anticipated on January 3, 2022, topic to shareholders and regulatory approvals.
For full particulars on the Causes for the Demerger, please seek advice from part 4.1 of the Prospectus, which is obtainable on the Firm’s web site, on the url:
The Demerger of Iveco Group from CNH Industrial will create an unbiased ‘pure participant’ targeted on its main Industrial and Specialty Autos, Powertrain, and Monetary Companies companies. The intention to separate its “On-Freeway” (now named “Iveco Group”) and “Off-Freeway” (Agriculture and Development) companies was first introduced by CNH Industrial at its Capital Markets Day, held on September 3, 2019.
The explanations offered for the Demerger stay legitimate and comply with the completion of a deep portfolio assessment course of, bearing in mind, amongst different issues, strategic, investor, and synergy issues. This assessment highlighted that the “On-Freeway” and “Off-Freeway” companies have diverging regulatory and buyer necessities and are impacted in a different way by the accelerating business megatrends. The Demerger is meant to maximise administration focus and adaptability, aligns funding priorities and incentives, higher meets respective enterprise wants, and optimizes the price and capital construction of every Firm to drive worthwhile progress.
The creation of Iveco Group is anticipated to permit the intrinsic worth of the Firm to be correctly expressed for the primary time and to raised allow it to seize the numerous alternatives of an business present process basic modifications. Particularly, it’s anticipated that Iveco Group will likely be higher in a position to anticipate its prospects’ altering mobility wants, investing and partnering within the applied sciences of the long run to deal with, amongst different issues, the necessities of ever-stricter emissions requirements worldwide.
The Iveco Group believes it’s well-placed to learn from these developments due to:
- Its sturdy, historic presence throughout the complete vary of Industrial and Specialty Autos;
- Its deal with innovation and the event of superior and sustainable options, together with reduced- and zero-emissions powertrains, the event of superior, cloud-connected driver help programs, and the exploration of rising autonomous driving applied sciences; and
- A confirmed capacity to strengthen these current aggressive strengths by means of the creation of modern and mutually helpful partnerships.
A New, Impartial Chief with a Properly-Balanced, Diversified Enterprise
For full particulars on the Enterprise Description, please seek advice from part 10 of the Prospectus, obtainable on the url:
On account of the Demerger, Iveco Group N.V. will turn into the holding firm of a number one world capital items group engaged within the design, manufacturing, advertising and marketing, sale, servicing, and financing of vans, business autos, buses and specialty autos for firefighting, defence and different makes use of, in addition to combustion engines, various propulsion programs, transmissions and axles for these autos and engines and various propulsion programs for agricultural and building gear and for marine and energy era functions.
Specifically, Industrial and Specialty Autos designs, manufactures, and distributes a full vary of sunshine, medium, and heavy autos for the transportation and distribution of products underneath the IVECO model; metropolis and intercity buses and vacationer coaches underneath the IVECO BUS and HEULIEZ manufacturers; autos for civil protection and peace-keeping missions underneath the Iveco Defence Autos model; quarry and mining gear underneath the ASTRA model; firefighting autos underneath the Magirus model.
Powertrain designs, manufactures, and distributes, underneath the FPT Industrial model, a spread of combustion engines, various propulsion programs, transmission programs and axles for on- and off-road functions, in addition to for marine and energy era.
Monetary Companies presents a spread of monetary services and products to Iveco Group sellers and prospects underneath the IVECO CAPITAL model. Moreover, Monetary Companies, leveraging on its particular experience, will grant assist to CNH Industrial post-demerger monetary companies in Europe, Africa and the Center East, by offering enterprise course of companies and receiving charges for the companies rendered.
The Firm’s statutory seat is in Amsterdam, the Netherlands, and its principal workplace and enterprise tackle is through Puglia 35, Turin, Italy. Following the Demerger, the Group will make use of some 33,500 folks, with manufacturing, business, and monetary companies firms in 36 nations.
Iveco Group’s Strengths and Methods
For full particulars on the Group’s Energy and Methods, please seek advice from part 10.3 of the Prospectus, obtainable on the url: www.ivecogroup.com/investor_relations/demerger_documents
Guided by a robust and proficient administration workforce led by designated Chief Govt Officer Gerrit Marx, the Firm will try to ship the very best worth efficiency and high quality throughout its enterprise areas and superior customer support supply, whereas leveraging on a robust ecosystem of mutually helpful partnerships.
- Diversified Enterprise Portfolio with Robust Market Positions
The Group is a number one Mild Industrial Autos (LCV) participant, with sturdy model positions in Europe and South America. In Europe, it’s quantity three within the >3.5-ton LCV section by means of the IVECO Every day product line, some of the profitable mild business autos, particularly within the body-on-frame section (6.01 tons ‒ 7.49 tons) the place it has a consolidated #1 management place.
It has a longstanding presence within the Medium and Heavy-Obligation truck segments, as a full-line, value-for-money producer. It presents functions for each on- and off-road utilization, and it’s the chief within the fast-growing pure gas-powered long-haul business autos market in Europe, with a 50% share.
The Group additional enjoys a robust bus enterprise, being the market chief in European intercity and metropolis segments.
- Full Powertrain Providing Offers the Group an Edge for the Upcoming Powertrain Revolution
Iveco Group’s Powertrain enterprise is a aggressive and modern participant with a various buyer base, holding a number one market place globally in non-captive powertrain gross sales, and a robust core providing in inner combustion diesel and pure gasoline engines.
Because of in-house capabilities and sensible partnerships, the whole powertrain providing is complemented by a synergistic driveline enterprise which reinforces the technological mental property (IP) and usefulness of its modern powertrains (e.g., e-Axle).
The Group is nicely positioned for the Low-to-Zero-Emission way forward for propulsion. That is due to a balanced technique, leveraging its consolidated presence in extremely environment friendly and low-emission inner combustion diesel engines, its management in Liquefied and Compressed Pure Fuel (LNG/CNG) know-how, and Battery Electrical/Gasoline Cell Electrical Automobile (BEV/FCEV) applied sciences for the long run, with the purpose to realize internet zero emissions by 2040.
- Enabler of Disrupters, on the Core of a Robust Collaboration and Partnership Ecosystem
Iveco Group is efficiently pursuing a particular partnership method to execute and capitalize on the structural modifications within the transportation and business autos business, with a large a part of its portfolio linked to a broad spectrum of major companions. Extra particularly, the Group has developed a robust ecosystem of mutually helpful collaborations and partnerships with chosen rising transportation know-how leaders to boost progress and worth creation, and to take advantage of mid- to long-term disruptive applied sciences.
Within the context of a strategic and unique Heavy-Obligation Truck partnership with Nikola Company introduced by CNH Industrial on September 3, 2019, IVECO and Nikola Company are collectively creating Battery Electrical Automobile (BEV) and hydrogen Gasoline Cell Electrical Automobile (FCEV) cab-over vans, which will likely be manufactured in Europe by means of a 50/50 joint-venture, and within the U.S. by Nikola Company. IVECO would be the producer for any EU emission-related functions of the autos produced and distributed in EU by the European joint-venture and will likely be liable for their distribution within the completely different jurisdictions of the EU.
In 2021, the Group began a program with Plus AI, with the purpose of constructing self-driving vans by 2027. If profitable, this venture may ship enhancements of as much as 20% in productiveness and as much as 5% in gas consumption.
The Group additionally has a joint program with EasyMile to develop a self-driving bus by 2025.
With a deal with growth acceleration, funding danger sharing, and “best-of-the-breed” options, the Group, along with its alliance companions, is paving the way in which to construct up a powerful partnership ecosystem.
Efficiency-Pushed Mindset with a Dedication to Sustainability
For full particulars on Sustainability Centricity, please seek advice from part 10.3.V of the Prospectus, obtainable on the url: www.ivecogroup.com/investor_relations/demerger_documents
Iveco Group inherits from CNH Industrial a robust dedication to a sustainable future and is saying right this moment that it signed The Local weather Pledge, a dedication co-founded by Amazon and World Optimism to succeed in internet zero carbon by 2040, ten years forward of the purpose set by the Paris Settlement. This intention is an integral factor of the Firm’s wider ESG commitments, together with these associated to office and on-road security, inclusivity & variety, and environmentally pleasant product lifecycle administration.
Extra particularly, to deal with local weather change points, the Firm has built-in a spread of carbon-reduction initiatives and particular climate-related matters into the sustainability plan disclosed within the 2020 Sustainability Report of CNH Industrial, defining long-term strategic targets that may drive its enterprise technique.
Examples of targets are:
- 2022: growth of next-generation various gas engines working on CNG and LNG, and suitable with biomethane, to additional cut back CO2 emissions and Whole Price of Possession (TCO).
- 2022: deal with pure gasoline (NG) engine applied sciences to realize ultra-low NOX emissions in city functions.
- 2023: growth of the subsequent era Electrical Every day (together with in-house manufacturing of e-drivelines and battery packs).
- 2023: growth of a full electrical bus vary.
- 2023: implementation of delicate hybrid options on diesel and CNG autos.
- 2024: growth of a brand new full electrical and gas cell heavy vary (together with in-house manufacturing of e-axles).
- 2030: implementation of other (electrical/hybrid) driveline applied sciences on all autos, to realize -50% in CO2 emissions.
A Step Change in Monetary Efficiency
The Firm’s post-Demerger technique units out a step change in monetary efficiency over the subsequent 5 years to 2026.
As a individually listed, unbiased firm, Iveco Group has the next key monetary ambitions for 2026:
- Focused complete Web Revenues of Industrial Actions at between €16.5 – 17.5 billion in comparison with €11.8 billion in 2019, a compound annual progress charge as much as 5.0%.
- The 2026 Adjusted EBIT margin of Industrial Actions is focused to succeed in between 5.0 – 6.0%, as much as +240 bps enhance in comparison with the three.6% recorded in 2019.
- Focused Adjusted Web Revenue at between €0.6 – 0.8 billion, in comparison with €0.3 billion in 2019.
- Over the identical interval, Industrial Actions Investments (Property, plant and gear and intangible property – together with capitalized R&D) are focused to extend 80 bps from 4.2% to ~5.0%.
- Focused Free Money Circulation from Industrial Actions of €0.5 billion in 2026, in comparison with €30 million in 2019.
These ambitions will likely be achieved by means of the implementation of the Firm’s DRIVE Operational Excellence Programme that’s designed to ship throughout the board enhancements in all features of operational efficiency and particularly within the areas of high quality, capex and R&D, pricing, and product combine.
Skilled Board of Administrators
For full particulars on Board and Staff, please seek advice from part 11 of the Prospectus, obtainable on the url:
On completion of the Demerger, the Firm’s Board of Administrators, chaired by Suzanne Heywood, will include eight members, comprising two Govt Administrators and 6 Non-Govt Administrators, as follows:
Suzanne Heywood, Chair
Gerrit Marx, Chief Govt Officer
Tufan Erginbilgic, Impartial Director
Essimari Kairisto, Impartial Director
Linda Knoll, Director
Alessandro Nasi, Director
Olof Persson, Impartial Director
Lorenzo Simonelli, Impartial Director
Demerger Phrases and Timing
For full particulars on the admission to itemizing and buying and selling on Euronext Milan, please seek advice from the Prospectus, obtainable on the url: www.ivecogroup.com/investor_relations/demerger_documents
Following right this moment’s presentation, the Firm’s senior administration will undertake a non-deal roadshow between November 19 and 24, 2021. As already communicated, an Extraordinary Basic Assembly (EGM) of CNH Industrial will happen on December 23, 2021 at which last shareholder approval for the Demerger will likely be sought and, ought to this be given and different regulatory approvals be obtained, it’s anticipated that the Demerger would turn into efficient on January 1, 2022 and that the primary day of buying and selling of Iveco Group shares on Euronext Milan can be January 3, 2022.
As a part of the Demerger and by operation of regulation, every holder of widespread shares within the share capital of CNH Industrial (the “CNH Widespread Shares”) will obtain one Widespread Share for each 5 CNH Widespread Shares which it holds (the “Allotment Ratio”) on December 31, 2021 (the “Demerger Document Date”) (such holder of CNH Widespread Shares on the Demerger Document Date being a “CNH Shareholder”). If such CNH shareholder additionally holds particular voting shares within the share capital of CNH Industrial (the “CNH Particular Voting Shares”), it should, by operation of regulation, obtain quite a lot of Particular Voting Shares within the share capital of the Firm that is the same as the variety of Widespread Shares for which it will likely be registered within the Loyalty Register.
The variety of CNH Widespread Shares (and CNH Particular Voting Shares, when relevant), held by the CNH Shareholders, is not going to change because of the Demerger and the associated allotment of Widespread Shares (and Particular Voting Shares, when relevant). On account of the Demerger and Admission, CNH Shareholders on the Demerger Document Date will due to this fact turn into shareholders of two unbiased public firms: CNH Industrial and Iveco Group.
Commenting on the Demerger, Gerrit Marx, Iveco Group designated Chief Govt Officer stated: “Right this moment is one other milestone on the highway to our New Power Future. This New Power goes in the direction of the superior applied sciences we are going to proceed to pioneer to energy growth throughout the complete vary of our car and propulsion companies. And simply as considerably, this New Power goes in the direction of our bold plans as an independently listed, world chief in our sector. With a extremely motivated workforce and a rising ecosystem of like-minded and impressive companions, we’re able to seize the numerous thrilling alternatives of a fast-changing business for the good thing about all our stakeholders.”
CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) is a worldwide chief within the capital items sector with established industrial expertise, a variety of merchandise and a worldwide presence. Every of the person manufacturers belonging to the Firm is a significant worldwide drive in its particular industrial sector: Case IH, New Holland Agriculture and Steyr for tractors and agricultural equipment; Case and New Holland Development for earth shifting gear; Iveco for business autos; Iveco Bus and Heuliez Bus for buses and coaches; Iveco Astra for quarry and building autos; Magirus for firefighting autos; Iveco Defence Autos for defence and civil safety; and FPT Industrial for engines and transmissions. Extra data might be discovered on the company web site: www.cnhindustrial.com
Francesco Polsinelli, Tel: +39 335 1776091
Fabio Lepore, Tel: +39 335 7469007
Federico Donati, Tel: +44 207 7660 386
Investing within the Firm entails sure dangers. An outline of those dangers, which embrace dangers referring to the Firm in addition to dangers referring to the Demerger and the Widespread Shares (and Particular Voting Shares) is included within the Prospectus. Potential buyers ought to learn the Prospectus earlier than investing determination with the intention to totally perceive the potential dangers and rewards related to the choice to spend money on the Shares.
Earlier bulletins associated to the Demerger and Admission
On September 3, 2019, CNH Industrial introduced the intention to separate the related enterprise segments of the Firm’s from CNH Industrial and to confess the Firm’s shares to itemizing and buying and selling on a regulated market. On June 11, 2021 and on July 5, 2021, CNH Industrial introduced administration modifications for the Firm in view of the Demerger and Admission. On October 18, 2021, CNH Industrial additional introduced that an Investor Day in respect of Iveco Group, forward of the Demerger and Admission, is to be held on November 18, 2021. On November 11, 2021 CNH Industrial introduced the approval of the Prospectus by the AFM and calling of the EGM in relation to the Demerger and the Firm introduced the publication of the Prospectus. These press releases can be found on the company web site of CNH Industrial (www.cnhindustrial.com/en-us/investor_relations).
This announcement doesn’t represent a prospectus inside the that means of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”), and shares in Iveco Group N.V. (the “Firm”) will likely be distributed in circumstances that don’t represent “a proposal to the general public” inside the that means of the Prospectus Regulation. This announcement is just not meant for distribution in jurisdictions that require prior regulatory assessment and authorization to distribute an announcement of this nature.
The discharge, publication or distribution of this announcement in sure jurisdictions could also be restricted by regulation and due to this fact individuals in such jurisdictions into which they’re launched, revealed or distributed, ought to inform themselves about, and observe, such restrictions. This announcement is just not for launch, publication or distribution in entire or partly, instantly or not directly, in or into any jurisdiction in violation of the related legal guidelines of such jurisdiction.
This announcement is an commercial and never a prospectus inside the that means of the Prospectus Regulation. With respect to the member States of the European Financial Space, no motion has been undertaken or will likely be undertaken to make a proposal to the general public of the securities referred to herein requiring a publication of a prospectus in any related member State. Because of this, the securities might not and won’t be supplied in any related member State besides pursuant to a prospectus permitted by the related market authorities in that member State or in accordance with the exemptions set forth in Article 3(2) of the Prospectus Regulation, if they’ve been applied in that related member State, or underneath another circumstances which don’t require the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to relevant laws of that related member State. Moreover, the prospectus ready by the Firm in relation to the Demerger (as outlined on this announcement) and Admission (as outlined on this announcement) could also be amended or supplemented previous to the date of Admission in relation to, amongst different issues, any important new components which can have arisen after the date of publication of the Prospectus.
This announcement is just not meant to represent, and shouldn’t be construed as, a proposal by or invitation by or on behalf of, the Firm, CNH Industrial N.V. (“CNH Industrial”), any of their advisors or any consultant of the Firm or CNH Industrial or any of their advisors, to buy any securities or a proposal to promote or difficulty, or the solicitation to purchase securities by any individual in any jurisdiction, together with any EEA Member, the UK or the US.
The securities referred to herein is probably not supplied or bought in the US of America absent registration or an relevant exemption from registration underneath the U.S. Securities Act of 1933, as amended. The Firm and CNH Industrial don’t intend to register all or any portion of the providing of the securities in the US of America or to conduct a public providing of the securities in the US of America.
This announcement doesn’t represent a proposal of securities to the general public in the UK. This announcement is being distributed to and is directed solely at (i) individuals who’re exterior the UK or (ii) individuals who’re funding professionals inside the that means of Article 19(5) of the Monetary Companies and Markets Act 2000 (Monetary Promotion) Order 2005 (the “Order”) and (iii) excessive internet value entities, and different individuals to whom it might lawfully be communicated, falling inside Article 49(2)(a) to (d) of the Order (all such individuals collectively being known as “Related Individuals”). Any funding exercise to which this announcement relates will solely be obtainable to and can solely be engaged with, Related Individuals. Any one that is just not a Related Particular person shouldn’t act or depend on this doc or any of its contents.
This announcement might embrace statements, together with with respect to CNH Industrial’s and the Firm’s monetary situation, outcomes of operations, enterprise, technique, plans and outlook, together with the impression of sure transactions. These forward-looking statements might be recognized by means of forward-looking terminology, together with the phrases “believes”, “estimates”, “anticipates”, “expects”, “intends”, “plans”, “targets”, “might”, “will” or “ought to” or, in every case, their detrimental or different variations or comparable terminology. These forward-looking statements are made as of the date of this announcement. Though CNH Industrial and the Firm consider that such forward-looking statements are primarily based on affordable assumptions, such statements should not ensures of future efficiency. By their nature, forward-looking statements contain dangers and uncertainties as a result of they relate to occasions and depend upon circumstances which will or might not happen sooner or later. Such forward-looking statements are included for illustrative functions solely. Precise outcomes might differ materially from the forward-looking statements because of quite a lot of dangers and uncertainties, lots of that are exterior CNH Industrial and the Firm’s management.
CNH Industrial and the Firm expressly disclaim any intention or obligation to offer, replace or revise any forward-looking statements on this announcement to replicate any change in expectations or any change in occasions, situations or circumstances on which these forward-looking statements are primarily based.
The value and worth of securities might go up in addition to down. Individuals needing recommendation ought to contact an expert adviser. Data on this announcement or any of the paperwork referring to the Admission and the Demerger can’t be relied upon as a information to future efficiency. The Firm might determine to not go forward with the Admission and CNH Industrial might determine to not go forward with the Demerger and there may be due to this fact no assure that the Admission and the Demerger will happen. You shouldn’t base your monetary determination on this announcement. Buying investments to which this announcement relates might expose an investor to a major danger of dropping all the quantity invested.
Supply: CNH Industrial N.V. through GLOBE NEWSWIRE