Farm and construction equipment maker CNH Global N.V. (CNH) has appointed a committee of directors to evaluate an offer from Fiat Industrial SpA (FI.MI) to acquire the CNH shares that Fiat doesn't already own.

The committee consisting of directors Thomas Colligan, Edward Hiler, Rolf Jeker, Kenneth Lipper and Jacques Theurillat will evaluate the proposed deal and will be responsible for voting on a final offer. The directors were chosen for the task because they aren't connected to Italy'sFiat Industrial, which owns about 89% of CNH's stock.

Fiat Industrial has proposed swapping the remaining 11% of CNH held by public shareholders for shares in a new company that would include CNH, Iveco commercial trucks and engines. As part of the transaction, Fiat Industrial would relocate its primary stock listing to the U.S., where CNH's shares are now traded. Fiat Industrial would be delisted from the Milan exchange after the deal is completed.

The move to a U.S. exchange is expected to improve the liquidity of Fiat Industrial's stock and offer the company expanded options for raising capital through U.S. equity and debt markets. Moreover, the realignment is expected to simplify a confusing corporate structure caused by having two companies—Fiat Industrial and CNH — with essentially the same assets. Fiat Industrial was decoupled from Italian auto maker Fiat SpA (F.MIL) in 2010.

It isn't yet known how many shares or fractions of shares in the new Fiat Industrial that CNH investors would receive for their CNH shares. At the current market price, the 11% not held by Fiat is worth about $1 billion. Although some CNH shareholders had hoped Fiat Industrial would offer a premium for their CHN shares, industry observers say that isn't likely to happen.

"At the end of the day, Fiat Industrial owns 89% of CNH. I'm not sure how much room there is for negotiating" by the CNH board, said Adam Fleck, an analyst for research firm Morningstar Inc. in Chicago.

CNH is registered in the Netherlands, but is operated from offices in suburban Chicago. The company is the world's second-largest seller of farm equipment, behind Deere & Co. (DE). CNH's brands include Case IH and New Holland farm machinery and Case construction equipment.

CNH closed Thursday up 0.24% at $37.79 a share.