D E E R E & C O M P A N Y (NYSE:DE) Files An 8-K Entry into a Material Definitive Agreement

D E E R E & C O M P A N Y (NYSE:DE) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Material Definitive Agreement

On May31, 2017, Deere Company (Deere) entered into a Share and
Asset Sale and Purchase Agreement (Agreement) with Wirtgen Group
Holding GmbH (Wirtgen) to which Deere has agreed to acquire
substantially all of Wirtgens business operations (the
Acquisition). Wirtgen is a leading worldwide manufacturer in the
road construction industry. The operating group of companies
includes product brands WIRTGEN, VGELE, HAMM, KLEEMANN,
BENNINGHOVEN, and CIBER; as well as sales and service companies
worldwide. The purchase price for the Acquisition, which is
payable in cash, is EUR 4,357,000,000 (or approximately US
4,900,000,000 based on currency exchange rates as of May 25,
2017), a portion of which will be held in escrow to secure
certain indemnity obligations of Wirtgen in connection with the
Acquisition. In addition to the purchase price, at the closing of
the Acquisition Deere will assume substantially all liabilities
of the Wirtgen business and pay Wirtgen an amount equal to five
percent per annum multiplied by the purchase price for the period
that elapses from the signing date until the closing date, which
amount represents compensation for the earnings of the Wirtgen
business during such period (the Ticking Fee). The estimated
total transaction value is approximately EUR 4,600,000,000 (or
approximately US 5,200,000,000 based on currency exchange rates
as of May 25, 2017), representing the aggregate purchase price
for the Acquisition, plus the assumed net debt of the Wirtgen
business, and the estimated Ticking Fee.

The closing of the Acquisition is subject to customary closing
conditions, including expiration or early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and receipt of other required anti-trust
approvals in foreign jurisdictions, including in particular, the
European Union, China, Brazil,India and Russia. The Agreement
contains customary representations, warranties, and covenants for
a transaction of this type, including an undertaking providing
for each of the parties to use best efforts to cause the
transactions to be consummated. to the Agreement, Wirtgen has
agreed to indemnify Deere for losses resulting from a breach of
certain representations and warranties, subject to certain
limitations. During the period between the execution of the
Agreement and closing of the Acquisition, Wirtgen is required to
operate in the ordinary course. The Agreement also contains
certain rights to rescind the Agreement prior to closing,
including by Deere in the event of a material adverse change (as
defined in the Agreement) during the period between the execution
of the Agreement and the closing of the Acquisition or by either
party in the event the closing of the Acquisition has not
occurred by February28, 2018.

The parties expect the Acquisition to close in the first quarter
of the 2018 fiscal year. Deere currently expects to fund the
Acquisition and the related fees and expenses from a combination
of cash and new debt financing. There is no financing condition
to the Acquisition.

The foregoing summary of the Agreement and the transactions
contemplated thereby does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of
the Agreement, a copy of which is filed herewith as Exhibit2.1
and is incorporated into this report by reference. The Agreement
contains representations and warranties by each of the parties to
the Agreement, which were made only for purposes of that
Agreement and as of specified dates. The representations,
warranties and covenants in the Agreement were made solely for
the benefit of the parties to the Agreement, are subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the
Agreement instead of establishing these matters as facts, and are
subject to standards of materiality applicable to the contracting
parties that may differ from those applicable to investors.
Investors should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of Deere, Wirtgen or any of
their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the
Agreement, which subsequent information may or may not be fully
reflected in Deeres public disclosures.

Forward Looking Statements

This document and the exhibits filed herewith contain
forward-looking information related to Deere, Wirtgen, and the
Acquisition that is based on current expectations and involves
substantial risks and uncertainties that could cause actual
results, performance, events, or transactions to differ
materially from those expressed or implied by such statements.

Forward-looking statements in this document and exhibits include,
among other things, statements about Deere and Wirtgens plans,
objectives, expectations and intentions; the financial condition,
results of operations and business of Wirtgen; the anticipated
timing of closing of the Acquisition; the potential benefits of
the proposed Acquisition; and the anticipated operating
synergies. Risks and uncertainties include, among other things,
risks related to the satisfaction of the conditions to closing
the acquisition (including the failure to obtain necessary
regulatory approvals) in the anticipated timeframe or at all,
risks that the expected benefits from the proposed acquisition
will not be realized or will not be realized within the expected
time period; the risk that the businesses will not be integrated
successfully; significant transaction costs; unknown or
understated liabilities; other business risks, including the
effects of industry, market, general economic, political or
regulatory conditions; future currency exchange and interest
rates; changes in tax and other laws, regulations, rates and
policies; and future business combinations or disposals. In
addition, actual results, performance, events and transactions,
are subject to other risks and uncertainties that relate more
broadly to Deeres overall business, including those more fully
described in Deeres filings with the U.S. Securities and Exchange
Commission (SEC) (including, but not limited to, the factors
discussed in Item 1A. Risk Factors of Deeres most recent annual
report on Form10-K and quarterly reports on Form10-Q). In light
of these risks, uncertainties, and other factors, you are
cautioned not to place undue reliance on the forward-looking
information. Deere, except as required by law, undertakes no
obligation to update or revise the forward-looking statements,
whether as a result of new developments or otherwise.

Item 7.01 Regulation FD
Disclosure

On June1, 2017, Deere issued a press release regarding the
matters described in Item 1.01 of this Current Report on Form8-K.
A copy of the press release is furnished herewith as Exhibit99.1.

Deere Company will hold a conference call for investors at 10 AM
ET on June1, 2017 regarding the Acquisition. The call can be
accessed at www.JohnDeere.com/events-and-presentations. An
archived version of the call will be available shortly after its
conclusion. A copy of the conference call presentation is
furnished herewith as Exhibit99.2.

This information is being furnished under Item 7.01 and shall not
be deemed filed for the purposes of Section18 of the Securities
Exchange Act of 1934, as amended (Exchange Act), or otherwise
subject to the liability of such section, nor shall this
information be deemed incorporated by reference in any filing
made by Deere under the Securities Act of 1933, as amended
(Securities Act), except as expressly set forth by specific
reference in such a filing.

Item 9.01Exhibits

(d)Exhibits

(2.1)Share and Asset Sale and Purchase Agreement, dated May31,
2017, between Deere Company and Wirtgen Group Holding GmbH (Filed
herewith).*

(99.1)Press Release (Furnished herewith).

(99.2) Conference Call Presentation (Furnished herewith).

* Schedules have been omitted to Item 601(b)(2)of Regulation S-K.
Deere hereby undertakes to furnish supplemental copies of any of
the omitted schedules upon request by the U.S. Securities and
Exchange Commission.

About D E E R E  & C O M P A N Y (NYSE:DE)
Deere & Company is engaged in equipment operations. The Company is engaged in providing financial services. The Company operates through three business segments: agriculture and turf, construction and forestry, and financial services. The agriculture and turf segment manufactures and distributes a line of agriculture and turf equipment and related service parts. The construction and forestry segment provides a line of construction equipment, and forestry machines and attachments available in the world. The construction and forestry segment is also engaged in providing fleet management telematics solutions. The financial services segment primarily finances sales and leases by the Company dealers of new and used agriculture and turf equipment and construction and forestry equipment. The financial services segment also provides wholesale financing to dealers of the foregoing equipment, finances retail revolving charge accounts and offers extended equipment warranties. D E E R E  & C O M P A N Y (NYSE:DE) Recent Trading Information
D E E R E  & C O M P A N Y (NYSE:DE) closed its last trading session up +0.23 at 122.46 with 2,341,910 shares trading hands.