Advertisement: This
announcement is an advertisement for the purposes of Regulation
(EU) 2017/1129, as amended (the “Prospectus Regulation”) relating
to the intention of Iveco Group N.V. (the “Company”) to proceed
with the proposed first admission to listing and trading of all of
the common shares of the Company on the regulated market of
Euronext Milan (the “Admission”). This announcement does not
constitute or form part of a prospectus within the meaning of the
Prospectus Regulation and has not been reviewed nor approved by any
regulatory or supervisory authority in any jurisdiction, including
any member state of the European Economic Area (each, an “EEA
Member”), the United Kingdom and the United States. This
announcement is for information purposes only and is not intended
to constitute, and should not be construed as, an offer by or
invitation by or on behalf of, the Company, CNH Industrial N.V
(“CNH Industrial”), any of their advisors or any representative of
the Company or CNH Industrial or any of their advisors, to purchase
any securities or an offer to sell or issue, or the solicitation to
buy securities by any person in any jurisdiction, including any EEA
Member, the United Kingdom or the United States.
A prospectus has been prepared by the Company in
connection with the Admission in the context of the intended
separation of the relevant business segments from CNH Industrial to
the Company by way of a Dutch law statutory demerger (afsplitsing)
(the “Demerger”), which prospectus was approved by the Netherlands
Authority for the Financial Markets (Autoriteit Financiële Markten,
the “AFM”) on November 11, 2021 (the “Prospectus”). Potential
investors should read the Prospectus before making an investment
decision in order to fully understand the potential risks and
rewards associated with the decision to invest in the shares in the
Company. The approval of the Prospectus by the AFM should not be
understood as an endorsement of the quality of the shares in the
Company or the Company. Additionally, the Prospectus may be amended
or supplemented prior to the date of Admission in relation to,
amongst other things, any significant new factors which may have
arisen after the date of publication of the Prospectus. A copy of
the Prospectus is available on the website of the Company
(www.ivecogroup.com/investor_relations/demerger_documents).
Iveco Group presents its Business,
Strategy and 2026 Financial Ambitions
Demerger will create a leading, global
Commercial and Specialty Vehicles, Powertrainand
related Financial Services company
Focus on sustainable value creation
through the continued embrace of new technologies and smart
partnerships for a step change in financial
performance
2026 Ambitions:
- Total net revenues of
Industrial Activities at between €16.5 – 17.5 billion (2019: €11.8
billion)
- Adjusted EBIT margin of
Industrial Activities at between 5.0% – 6.0% (2019:
3.6%)
- Adjusted Net
Profit at between €0.6 – 0.8 billion
(2019: €0.3 billion)
Shareholders to receive 1 new Iveco
Group N.V. share for every 5 CNH Industrial N.V. shares
owned
Iveco Group signed The Climate Pledge, a
commitment co-founded by Amazon and Global Optimism to reach net
zero carbon by 2040Turin, November 18, 2021
In the context of the demerger (the “Demerger”)
of Iveco Group (“Iveco Group” or “the Group” or “the Company”) from
CNH Industrial N.V. (“CNH Industrial”), Iveco Group’s senior
management is meeting today with the financial community to present
the Company’s business, strategy, and 2026 financial ambitions, as
well as the terms of the Demerger that will result in the listing
of its common shares on the regulated market of Euronext Milan
stock exchange expected on January 3, 2022, subject to shareholders
and regulatory approvals.
Demerger RationaleFor full
details on the Reasons for the Demerger, please refer to section
4.1 of the Prospectus, which is available on the Company’s website,
at the url:
www.ivecogroup.com/investo_relations/demerger_documents
The Demerger of Iveco Group from CNH Industrial
will create an independent ‘pure player’ focused on its leading
Commercial and Specialty Vehicles, Powertrain, and Financial
Services businesses. The intention to separate its “On-Highway”
(now named “Iveco Group”) and “Off-Highway” (Agriculture and
Construction) businesses was first announced by CNH Industrial at
its Capital Markets Day, held on September 3, 2019.
The reasons presented for the Demerger remain
valid and follow the completion of a deep portfolio review process,
taking into account, among other things, strategic, investor, and
synergy considerations. This review highlighted that the
“On-Highway” and “Off-Highway” businesses have diverging regulatory
and customer requirements and are impacted differently by the
accelerating industry megatrends. The Demerger is intended to
maximize management focus and flexibility, aligns investment
priorities and incentives, better meets respective business needs,
and optimizes the cost and capital structure of each Company to
drive profitable growth.
The creation of Iveco Group is expected to allow
the intrinsic value of the Company to be properly expressed for the
first time and to better enable it to capture the significant
opportunities of an industry undergoing fundamental changes.
Specifically, it is expected that Iveco Group will be better able
to anticipate its customers’ changing mobility needs, investing and
partnering in the technologies of the future to address, amongst
other things, the requirements of ever-stricter emissions standards
worldwide.
The Iveco Group believes it is well-placed to
benefit from these trends thanks to:
- Its strong, historic presence
across the full range of Commercial and Specialty Vehicles;
- Its focus on innovation and the
development of advanced and sustainable solutions, including
reduced- and zero-emissions powertrains, the development of
advanced, cloud-connected driver assistance systems, and the
exploration of emerging autonomous driving technologies; and
- A proven ability to reinforce these
existing competitive strengths through the creation of innovative
and mutually beneficial partnerships.
A New, Independent Leader with a
Well-Balanced, Diversified BusinessFor full details on the
Business Description, please refer to section 10 of the Prospectus,
available at the
url:www.ivecogroup.com/investor_relations/demerger_documents
As a result of the Demerger, Iveco Group N.V.
will become the holding company of a leading global capital goods
group engaged in the design, production, marketing, sale,
servicing, and financing of trucks, commercial vehicles, buses and
specialty vehicles for firefighting, defence and other uses, as
well as combustion engines, alternative propulsion systems,
transmissions and axles for those vehicles and engines and
alternative propulsion systems for agricultural and construction
equipment and for marine and power generation applications.
In particular, Commercial and Specialty Vehicles
designs, manufactures, and distributes a full range of light,
medium, and heavy vehicles for the transportation and distribution
of goods under the IVECO brand; city and intercity
buses and tourist coaches under the IVECO BUS and
HEULIEZ brands; vehicles for civil defense and
peace-keeping missions under the Iveco Defence
Vehicles brand; quarry and mining equipment under the
ASTRA brand; firefighting vehicles under the
Magirus brand.
Powertrain designs, manufactures, and
distributes, under the FPT Industrial brand, a
range of combustion engines, alternative propulsion systems,
transmission systems and axles for on- and off-road applications,
as well as for marine and power generation.
Financial Services offers a range of financial
products and services to Iveco Group dealers and customers under
the IVECO CAPITAL brand. Additionally, Financial
Services, leveraging on its specific expertise, will grant support
to CNH Industrial post-demerger financial services in Europe,
Africa and the Middle East, by providing business process services
and receiving fees for the services rendered.
The Company’s statutory seat is in Amsterdam,
the Netherlands, and its principal office and business address is
via Puglia 35, Turin, Italy. Following the Demerger, the Group will
employ some 33,500 people, with manufacturing, commercial, and
financial services companies in 36 countries.
Iveco Group’s Strengths and
StrategiesFor full details on the Group’s Strength and
Strategies, please refer to section 10.3 of the Prospectus,
available at the url:
www.ivecogroup.com/investor_relations/demerger_documents
Guided by a strong and talented management team
led by designated Chief Executive Officer Gerrit Marx, the Company
will strive to deliver the best value performance and quality
across its business areas and superior customer service delivery,
while leveraging on a strong ecosystem of mutually beneficial
partnerships.
- Diversified Business
Portfolio with Strong Market Positions
The Group is a leading Light Commercial Vehicles
(LCV) player, with strong brand positions in Europe and South
America. In Europe, it is number three in the >3.5-ton LCV
segment through the IVECO Daily product line, one of the most
successful light commercial vehicles, especially in the
body-on-frame segment (6.01 tons ‒ 7.49 tons) where it has a
consolidated #1 leadership position.
It has a longstanding presence in the Medium and
Heavy-Duty truck segments, as a full-line, value-for-money
manufacturer. It offers applications for both on- and off-road
usage, and it is the leader in the fast-growing natural gas-powered
long-haul commercial vehicles market in Europe, with a 50%
share.
The Group further enjoys a strong bus business,
being the market leader in European intercity and city
segments.
- Complete Powertrain
Offering Gives the Group an Edge for the Upcoming Powertrain
Revolution
Iveco Group’s Powertrain business is a
competitive and innovative player with a diverse customer base,
holding a leading market position globally in non-captive
powertrain sales, and a strong core offering in internal combustion
diesel and natural gas engines.
Thanks to in-house capabilities and smart
partnerships, the complete powertrain offering is complemented by a
synergistic driveline business which enhances the technological
intellectual property (IP) and usability of its innovative
powertrains (e.g., e-Axle).
The Group is well positioned for the
Low-to-Zero-Emission future of propulsion. This is thanks to a
balanced strategy, leveraging its consolidated presence in highly
efficient and low-emission internal combustion diesel engines, its
leadership in Liquefied and Compressed Natural Gas (LNG/CNG)
technology, and Battery Electric/Fuel Cell Electric Vehicle
(BEV/FCEV) technologies for the future, with the goal to achieve
net zero emissions by 2040.
- Enabler of Disrupters, at
the Core of a Strong Collaboration and Partnership
Ecosystem
Iveco Group is successfully pursuing a
distinctive partnership approach to execute and capitalize on the
structural changes in the transportation and commercial vehicles
industry, with a sizable part of its portfolio connected to a broad
spectrum of primary partners. More specifically, the Group has
developed a strong ecosystem of mutually beneficial collaborations
and partnerships with selected emerging transportation technology
leaders to enhance growth and value creation, and to exploit mid-
to long-term disruptive technologies.
In the context of a strategic and exclusive
Heavy-Duty Truck partnership with Nikola Corporation announced by
CNH Industrial on September 3, 2019, IVECO and Nikola Corporation
are jointly developing Battery Electric Vehicle (BEV) and hydrogen
Fuel Cell Electric Vehicle (FCEV) cab-over trucks, which will be
manufactured in Europe through a 50/50 joint-venture, and in the
U.S. by Nikola Corporation. IVECO will be the manufacturer for any
EU emission-related purposes of the vehicles produced and
distributed in EU by the European joint-venture and will be
responsible for their distribution in the different jurisdictions
of the EU.
In 2021, the Group started a program with Plus
AI, with the aim of building self-driving trucks by 2027. If
successful, this project could deliver improvements of up to 20% in
productivity and up to 5% in fuel consumption.
The Group also has a joint program with EasyMile
to develop a self-driving bus by 2025.
With a focus on development acceleration,
investment risk sharing, and “best-of-the-breed” solutions, the
Group, together with its alliance partners, is paving the way to
build up an impressive partnership ecosystem.
Performance-Driven Mindset with a
Commitment to SustainabilityFor full details on
Sustainability Centricity, please refer to section 10.3.V of the
Prospectus, available at the url:
www.ivecogroup.com/investor_relations/demerger_documents
Iveco Group inherits from CNH Industrial a
strong commitment to a sustainable future and is announcing
today that it signed The Climate Pledge, a commitment co-founded by
Amazon and Global Optimism to reach net zero carbon by
2040, ten years ahead of the goal set by the Paris
Agreement. This intention is an integral element of the Company’s
wider ESG commitments, including those related to workplace and
on-road safety, inclusivity & diversity, and environmentally
friendly product lifecycle management.
More specifically, to tackle climate change
issues, the Company has integrated a range of carbon-reduction
initiatives and specific climate-related topics into the
sustainability plan disclosed in the 2020 Sustainability Report of
CNH Industrial, defining long-term strategic targets that will
drive its business strategy.
Examples of targets are:
- 2022: development of
next-generation alternative fuel engines running on CNG and LNG,
and compatible with biomethane, to further reduce CO2 emissions and
Total Cost of Ownership (TCO).
- 2022: focus on natural gas (NG)
engine technologies to achieve ultra-low NOX emissions in urban
applications.
- 2023: development of the next
generation Electric Daily (including in-house production of
e-drivelines and battery packs).
- 2023: development of a full
electric bus range.
- 2023: implementation of mild hybrid
solutions on diesel and CNG vehicles.
- 2024: development of a new full
electric and fuel cell heavy range (including in-house production
of e-axles).
- 2030: implementation of alternative
(electric/hybrid) driveline technologies on all vehicles, to
achieve -50% in CO2 emissions.
A Step Change in Financial
PerformanceThe Company’s post-Demerger strategy sets out a
step change in financial performance over the next five years to
2026.
As a separately listed, independent company,
Iveco Group has the following key financial ambitions for 2026:
- Targeted total Net Revenues of
Industrial Activities at between €16.5 – 17.5 billion compared to
€11.8 billion in 2019, a compound annual growth rate up to
5.0%.
- The 2026 Adjusted EBIT margin of
Industrial Activities is targeted to reach between 5.0 – 6.0%, up
to +240 bps increase compared to the 3.6% recorded in 2019.
- Targeted Adjusted Net Profit at
between €0.6 – 0.8 billion, compared to €0.3 billion in 2019.
- Over the same period, Industrial
Activities Investments (Property, plant and equipment and
intangible assets – including capitalized R&D) are targeted to
increase 80 bps from 4.2% to ~5.0%.
- Targeted Free Cash Flow from
Industrial Activities of €0.5 billion in 2026, compared to €30
million in 2019.
These ambitions will be achieved through the
implementation of the Company’s DRIVE Operational
Excellence Programme that is designed to deliver across
the board improvements in all aspects of operational performance
and specifically in the areas of quality, capex and R&D,
pricing, and product mix.
Experienced Board of
DirectorsFor full details on Board and Employees, please
refer to section 11 of the Prospectus, available at the
url:www.ivecogroup.com/investor_relations/demerger_documents
On completion of the Demerger, the Company’s
Board of Directors, chaired by Suzanne Heywood, will consist of
eight members, comprising two Executive Directors and six
Non-Executive Directors, as follows:
Executive Directors:Suzanne
Heywood, ChairGerrit Marx, Chief Executive Officer
Non-Executive Directors:Tufan
Erginbilgic, Independent DirectorEssimari Kairisto, Independent
DirectorLinda Knoll, DirectorAlessandro Nasi, DirectorOlof Persson,
Independent DirectorLorenzo Simonelli, Independent Director
Demerger Terms and TimingFor
full details on the admission to listing and trading on Euronext
Milan, please refer to the Prospectus, available at the url:
www.ivecogroup.com/investor_relations/demerger_documents
Following today’s presentation, the Company’s
senior management will undertake a non-deal roadshow between
November 19 and 24, 2021. As already communicated, an Extraordinary
General Meeting (EGM) of CNH Industrial will take place on December
23, 2021 at which final shareholder approval for the Demerger will
be sought and, should this be given and other regulatory approvals
be obtained, it is expected that the Demerger would become
effective on January 1, 2022 and that the first day of trading of
Iveco Group shares on Euronext Milan would be January 3, 2022.
As part of the Demerger and by operation of law,
each holder of common shares in the share capital of CNH Industrial
(the “CNH Common Shares”) will receive one Common Share for every
five CNH Common Shares which it holds (the “Allotment Ratio”) on
December 31, 2021 (the “Demerger Record Date”) (such holder of CNH
Common Shares on the Demerger Record Date being a “CNH
Shareholder”). If such CNH shareholder also holds special voting
shares in the share capital of CNH Industrial (the “CNH Special
Voting Shares”), it will, by operation of law, receive a number of
Special Voting Shares in the share capital of the Company that is
equal to the number of Common Shares for which it will be
registered in the Loyalty Register.
The number of CNH Common Shares (and CNH Special
Voting Shares, when applicable), held by the CNH Shareholders, will
not change as a result of the Demerger and the related allotment of
Common Shares (and Special Voting Shares, when applicable). As a
result of the Demerger and Admission, CNH Shareholders at the
Demerger Record Date will therefore become shareholders of two
independent public companies: CNH Industrial and Iveco Group.
Commenting on the Demerger, Gerrit Marx,
Iveco Group designated Chief Executive Officer said:
“Today is another milestone on the road to our New Energy Future.
This New Energy goes towards the advanced technologies we will
continue to pioneer to power development across the full range of
our vehicle and propulsion businesses. And just as significantly,
this New Energy goes towards our ambitious plans as an
independently listed, global leader in our sector. With a highly
motivated team and a growing ecosystem of like-minded and ambitious
partners, we’re ready to capture the many exciting opportunities of
a fast-changing industry for the benefit of all our
stakeholders.”
CNH Industrial
N.V. (NYSE: CNHI / MI: CNHI) is a global leader in
the capital goods sector with established industrial experience, a
wide range of products and a worldwide presence. Each of the
individual brands belonging to the Company is a major international
force in its specific industrial sector: Case IH, New Holland
Agriculture and Steyr for tractors and agricultural machinery; Case
and New Holland Construction for earth moving equipment; Iveco for
commercial vehicles; Iveco Bus and Heuliez Bus for buses and
coaches; Iveco Astra for quarry and construction vehicles; Magirus
for firefighting vehicles; Iveco Defence Vehicles for defence and
civil protection; and FPT Industrial for engines and transmissions.
More information can be found on the corporate website:
www.cnhindustrial.com
Media
contacts: E-mail:
mediarelations@cnhind.comFrancesco Polsinelli, Tel: +39 335
1776091Fabio Lepore, Tel: +39 335 7469007
Investor contactsE-mail:
investor.relations@cnhind.com Federico Donati, Tel: +44 207 7660
386
Risk Factors Investing in the
Company involves certain risks. A description of these risks, which
include risks relating to the Company as well as risks relating to
the Demerger and the Common Shares (and Special Voting Shares) is
included in the Prospectus. Potential investors should read the
Prospectus before making an investment decision in order to fully
understand the potential risks and rewards associated with the
decision to invest in the Shares.
Earlier announcements related to the
Demerger and Admission On September 3, 2019, CNH
Industrial announced the intention to separate the relevant
business segments of the Company’s from CNH Industrial and to admit
the Company’s shares to listing and trading on a regulated market.
On June 11, 2021 and on July 5, 2021, CNH Industrial announced
management changes for the Company in view of the Demerger and
Admission. On October 18, 2021, CNH Industrial further announced
that an Investor Day in respect of Iveco Group, ahead of the
Demerger and Admission, is to be held on November 18, 2021. On
November 11, 2021 CNH Industrial announced the approval of the
Prospectus by the AFM and calling of the EGM in relation to the
Demerger and the Company announced the publication of the
Prospectus. These press releases are available on the corporate
website of CNH Industrial
(www.cnhindustrial.com/en-us/investor_relations).
DISCLAIMER
This announcement does not constitute a
prospectus within the meaning 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
“Company”) will be distributed in circumstances that do not
constitute “an offer to the public” within the meaning of the
Prospectus Regulation. This announcement is not intended for
distribution in jurisdictions that require prior regulatory review
and authorization to distribute an announcement of this nature.
The release, publication or distribution of this
announcement in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which they are
released, published or distributed, should inform themselves about,
and observe, such restrictions. This announcement is not for
release, publication or distribution in whole or in part, directly
or indirectly, in or into any jurisdiction in violation of the
relevant laws of such jurisdiction.
This announcement is an advertisement and not a
prospectus within the meaning of the Prospectus Regulation. With
respect to the member States of the European Economic Area, no
action has been undertaken or will be undertaken to make an offer
to the public of the securities referred to herein requiring a
publication of a prospectus in any relevant member State. As a
result, the securities may not and will not be offered in any
relevant member State except pursuant to a prospectus approved by
the relevant market authorities in that member State or in
accordance with the exemptions set forth in Article 3(2) of the
Prospectus Regulation, if they have been implemented in that
relevant member State, or under any other circumstances which do
not require the publication of a prospectus pursuant to Article 3
of the Prospectus Regulation and/or to applicable regulations of
that relevant member State. Additionally, the prospectus prepared
by the Company in relation to the Demerger (as defined in this
announcement) and Admission (as defined in this announcement) may
be amended or supplemented prior to the date of Admission in
relation to, amongst other things, any significant new factors
which may have arisen after the date of publication of the
Prospectus.
This announcement is not intended to constitute,
and should not be construed as, an offer by or invitation by or on
behalf of, the Company, CNH Industrial N.V. (“CNH Industrial”), any
of their advisors or any representative of the Company or CNH
Industrial or any of their advisors, to purchase any securities or
an offer to sell or issue, or the solicitation to buy securities by
any person in any jurisdiction, including any EEA Member, the
United Kingdom or the United States.
The securities referred to herein may not be
offered or sold in the United States of America absent registration
or an applicable exemption from registration under the U.S.
Securities Act of 1933, as amended. The Company and CNH Industrial
do not intend to register all or any portion of the offering of the
securities in the United States of America or to conduct a public
offering of the securities in the United States of America.
This announcement does not constitute an offer
of securities to the public in the United Kingdom. This
announcement is being distributed to and is directed only at (i)
persons who are outside the United Kingdom or (ii) persons who are
investment professionals within the meaning of Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) and (iii) high net worth entities, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “Relevant Persons”). Any investment activity
to which this announcement relates will only be available to and
will only be engaged with, Relevant Persons. Any person who is not
a Relevant Person should not act or rely on this document or any of
its contents.
This announcement may include statements,
including with respect to CNH Industrial’s and the Company’s
financial condition, results of operations, business, strategy,
plans and outlook, including the impact of certain transactions.
These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms “believes”,
“estimates”, “anticipates”, “expects”, “intends”, “plans”,
“targets”, “may”, “will” or “should” or, in each case, their
negative or other variations or comparable terminology. These
forward-looking statements are made as of the date of this
announcement. Although CNH Industrial and the Company believe that
such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future
performance. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Such
forward-looking statements are included for illustrative purposes
only. Actual results may differ materially from the forward-looking
statements as a result of a number of risks and uncertainties, many
of which are outside CNH Industrial and the Company’s control.
CNH Industrial and the Company expressly
disclaim any intention or obligation to provide, update or revise
any forward-looking statements in this announcement to reflect any
change in expectations or any change in events, conditions or
circumstances on which these forward-looking statements are
based.
The price and value of securities may go up as
well as down. Persons needing advice should contact a professional
adviser. Information in this announcement or any of the documents
relating to the Admission and the Demerger cannot be relied upon as
a guide to future performance. The Company may decide not to go
ahead with the Admission and CNH Industrial may decide not to go
ahead with the Demerger and there is therefore no guarantee that
the Admission and the Demerger will occur. You should not base your
financial decision on this announcement. Acquiring investments to
which this announcement relates may expose an investor to a
significant risk of losing all of the amount invested.
- 20211118_PR_CNH_Industrial_Iveco_Group_Investor_Day
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