CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) today announced that
it has entered into an agreement to acquire 100% of the capital
stock of Raven Industries, Inc. (NASDAQ: RAVN), a US-based leader
in precision agriculture technology for US$58 per share,
representing a 33.6% premium to the Raven Industries 4-week
volume-weighted average stock price, and US$2.1 billion Enterprise
Value. The transaction will be funded with available cash on hand
of CNH Industrial. Closing is expected to occur in the fourth
quarter of 2021, subject to the satisfaction of customary closing
conditions, including approval of Raven shareholders and receipt of
regulatory approvals.
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The acquisition builds upon a long partnership between the two
companies and will further enhance CNH Industrial’s position in the
global agriculture equipment market by adding strong innovation
capabilities in autonomous and precision agriculture
technology.
“Precision agriculture and autonomy are critical components of
our strategy to help our agricultural customers reach the next
level of productivity and to unlock the true potential of their
operations,” said Scott Wine, Chief Executive Officer, CNH
Industrial. “Raven has been a pioneer in precision agriculture for
decades, and their deep product experience, customer driven
software expertise and engineering acumen offer a significant boost
to our capabilities. This acquisition emphasizes our commitment to
enhance our precision farming portfolio and aligns with our digital
transformation strategy. The combination of Raven’s technologies
and CNH Industrial’s strong current and new product portfolio will
provide our customers with novel, connected technologies, allowing
them to be more productive and efficient.”
“Our Board and Management are excited about this partnership and
what it means for our future,” said Dan Rykhus, President &
Chief Executive Officer for Raven Industries. “For 65 years, our
company has been committed to solving great challenges. Part of
that commitment includes delivering groundbreaking innovation by
developing and investing in our core capabilities and technology.
By coming together with CNH Industrial, we believe we will further
accelerate that path as well as bring tremendous opportunities and
value to our customers — once again fulfilling our purpose to solve
great challenges. Our relationship with CNH Industrial has expanded
over decades, and we have a deep respect for one another and a
shared commitment to transform agriculture practices across the
world. We look forward to CNH Industrial leveraging the Raven
talent and culture, as well as the Sioux Falls community, as part
of their vision and future success.”
“Raven Industries’ capabilities, innovation culture,
entrepreneurial spirit and engineering talent are impressive and
will continue to thrive as part of the CNH Industrial family. Sioux
Falls is and will continue to be a true center of excellence,”
added Wine. “We are incredibly excited to collaborate in bringing
our customers more integrated precision and autonomous solutions,
not only to improve productivity and profitability, but also
promote more sustainable solutions and environmental stewardship.
Together, our teams will create a stronger business for our
employees, dealer network, and customers, enabling us to shape the
future of agriculture, augment our world-leading sustainability
credentials, and maximize our growth opportunities.”
Headquartered in Sioux Falls, South Dakota, Raven Industries is
organized into three business divisions: Applied Technology
(precision agriculture), Engineered Films (high-performance
specialty films) and Aerostar (aerospace) with consolidated net
sales of US$ 348.4 million for the twelve months ended January 31,
2021. The company is a global technology partner for key strategic
OEMs, agriculture retailers and dealers. The transaction is
expected to generate approximately US$400 million of run-rate
revenue synergies by calendar year 2025, resulting in US$150
million of incremental EBITDA.
The Engineered Films and Aerostar segments are industry leaders
in the high performance specialty films and stratospheric platform
industries, respectively, and CNH Industrial believes they
represent attractive independent businesses with excellent near and
long-term potential. Accordingly, CNH Industrial plans to undertake
a strategic review of each business to best position them for
future success and maximize shareholder value.
CNH Industrial does not expect the proposed acquisition will
have any impact on its guidance for 2021. The acquisition is
expected to be funded with Group consolidated cash1 not affecting
third party debt of industrial activities2. Cash consideration for
the transaction is not included in the free cash flow definition,
and consequently it will not affect its free cash flow guidance for
the FY 2021E.
Barclays and Goldman Sachs acted as financial advisors to CNH
Industrial and Sullivan & Cromwell LLP as its legal advisor.
J.P. Morgan Securities LLC acted as financial advisor to Raven and
Davis Polk & Wardwell LLP as its legal advisor.
Conference Call
CNH Industrial will host an investor conference call today at
2:30 p.m. CEST/ 1:30 p.m. BST/ 8:30 a.m. EDT to discuss this
transaction. The call can be followed live online at this link and
a recording will be available later on the Company’s website
www.cnhindustrial.com. A presentation will be made available on the
CNH Industrial website prior to the call.
About CNH Industrial
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
About Raven Industries, Inc.
Raven Industries (NASDAQ: RAVN) provides innovative, high-value
products and systems that solve great challenges throughout the
world. Raven is a leader in precision agriculture, high-performance
specialty films, and aerospace and defense solutions, and the
company’s groundbreaking work in autonomous systems is unlocking
new possibilities in areas like farming, national defense, and
scientific research. Since 1956, Raven has designed, produced, and
delivered exceptional solutions, earning the company a reputation
for innovation, product quality, and unmatched service. For more
information, visit https://ravenind.com.
Additional Information and Where to Find It
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In connection with
the proposed transaction, Raven Industries, Inc. (“Raven”) will
file a proxy statement on Schedule 14A with the Securities and
Exchange Commission (“SEC”), as well as other relevant materials
regarding the transaction. Following the filing of the definitive
proxy statement, Raven will mail the definitive proxy statement and
a proxy card to its shareholders in connection with the
transaction. INVESTORS AND SECURITY HOLDERS OF RAVEN ARE URGED TO
READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CNH INDUSTRIAL N.V.
(“CNH INDUSTRIAL”), RAVEN, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain copies of the
proxy statement (when available) as well as other filings
containing information about CNH Industrial and Raven, without
charge, at the SEC’s website, http://www.sec.gov, and Raven
stockholders will receive information at an appropriate time on how
to obtain transaction-related documents free of charge from
Raven.
Participants in Solicitation
Raven and its directors and executive officers, and CNH
Industrial and its directors and executive officers, may be deemed
to be participants in the solicitation of proxies in connection
with the proposed transaction. Information about the directors and
executive officers of Raven is set forth in the proxy statement for
Raven’s 2021 Annual Meeting of Stockholders, which was filed with
the SEC on April 9, 2021. Information about the directors and
executive officers of CNH Industrial is set forth in CNH
Industrial’s annual report on Form 20-F for the year ended December
31, 2020, which was filed with the SEC on March 3, 2021. Investors
may obtain additional information regarding the interest of such
participants by reading the proxy statement regarding the proposed
transaction when it becomes available.
Cautionary Language Concerning Forward-Looking
Statements
This document contains certain forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 with respect to the proposed
transaction between CNH Industrial and Raven, including statements
regarding the benefits of the transaction, the anticipated timing
of the transaction, plans, objectives, expectations and intentions
of the parties with respect to the transaction, CNH Industrial’s,
Raven’s and/or the combined group's estimated or anticipated future
business, performance and results of operations and financial
condition, and other statements that are not historical facts.
These statements may include terms such as “may”, “will”, “expect”,
“could”, “should”, “intend”, “estimate”, “anticipate”, “believe”,
“remain”, “on track”, “design”, “target”, “objective”, “goal”,
“forecast”, “projection”, “outlook”, “prospects”, “plan”, or
similar terms. Forward-looking statements are not guarantees of
future performance. Rather, they are based on CNH Industrial’s and
Raven’s current state of knowledge, expectations and projections
about future events and are by their nature, subject to inherent
risks and uncertainties. They relate to events and depend on
circumstances that may or may not occur or exist in the future and,
as such, persons reading this communication are cautioned not to
place undue reliance on them.
These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially
from those indicated in the forward-looking statements. Such risks
and uncertainties include, but are not limited to, the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement; the risk that Raven
stockholders may not approve the transaction; the failure to obtain
necessary regulatory approvals or that such approvals will subject
to conditions that are not anticipated; risks that any of the other
closing conditions to the proposed transaction may not be satisfied
in a timely manner; adverse effects on CNH Industrial’s or Raven’s
operating results because of a failure to complete the proposed
transaction; the failure to realize the expected benefits and
synergies of the pending acquisition; the failure to successfully
and effectively integrate Raven’s businesses; significant
transaction costs and/or unknown or inestimable liabilities; risks
related to potential litigation associated with the proposed
transaction; risks related to financial community and rating agency
perceptions of each of CNH Industrial and Raven and its business,
operations, financial condition and the industry in which it
operates; risks related to the disruption of management time from
ongoing business operations due to the proposed merger; failure to
realize the benefits expected from the proposed merger; effects of
the announcement, pendency or completion of the proposed
transaction on the ability of CNH Industrial or Raven to retain
customers and retain and hire key personnel and maintain
relationships with their suppliers, and on their operating results
and businesses generally; general economic and business conditions
that affect the combined companies following the consummation of
the pending acquisition, including the significant economic
uncertainty and volatility caused by COVID 19; changes in
government policies regarding banking, monetary and fiscal policy;
legislation, particularly pertaining to capital goods-related
issues such as agriculture, the environment, debt relief and
subsidy program policies, trade and commerce and infrastructure
development; government policies on international trade and
investment, including sanctions, import quotas, capital controls
and tariffs; volatility in international trade caused by the
imposition of tariffs, sanctions, embargoes, and trade wars;
development and use of new technologies and technological
difficulties; and other similar risk and uncertainties and the
success of CNH Industrial and Raven in managing the risks and
uncertainties involved in the foregoing. The effects of the
COVID-19 pandemic may give rise to risks that are currently unknown
or amplify the risks associated with the foregoing factors.
Any forward-looking statements contained in this document speak
only as of the date hereof and CNH Industrial and Raven disclaim
any obligation to update or revise any forward-looking statements.
Further information concerning CNH Industrial and Raven and their
respective businesses, including additional risks and
uncertainties, are included in CNH Industrial’s reports and filings
with the SEC, the Autoriteit Financiële Markten and Commissione
Nazionale per le Società e la Borsa and Raven’s reports and filings
with the SEC.
1 Consolidated cash refers to Cash and Cash Equivalents of the
Group, which amounted to $7.1 billion at the end of March 2021 2
Third party debt of Industrial Activities amounted to $6.3 billion
at the end of March 2021
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Media Contacts:
CNH Industrial Email: mediarelations@cnhind.com
Richard Gadeselli, Tel: +44 207 7660 346 Francesco Polsinelli,
Tel: +39 335 1776091 Rebecca Fabian, Tel: +1 312 515 2249
Raven Industries Email: media@ravenind.com Margaret
Carmody, +1 605 336 2750
Investor Relations
CNH Industrial Email: investor.relations@cnhind.com
Federico Donati, Tel: +44 207 7660 386 Noah Weiss, Tel: +1 630
887 3745
Raven Industries Email: irinfo@ravenind.com Jared
Stearns, Tel: +1 605 336 2750
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