Tata Motors has taken its proposed acquisition of Iveco Group into the shareholder acceptance phase, launching an all-cash voluntary tender offer for all common
shares of the Italian commercial vehicle manufacturer. The offer, priced at 14.10 euros per common share, puts Iveco Group’s value at approximately 3.82 billion euros. The transaction is being made through TML CV Holdings B.V., with shareholders able to tender their shares from September 7 through October 26, 2026. The 14.10-euro offer price is on a cum-dividend basis. Italy’s market regulator Consob has already approved the offer document, allowing the shareholder acceptance process to move forward. Iveco Group’s Board of Directors has unanimously recommended that shareholders accept Tata Motors’ proposal. The board has also urged shareholders to support resolutions connected with the transaction at an Extraordinary General Meeting scheduled for October 16, 2026. Exor N.V., Iveco’s largest shareholder, has provided an irrevocable commitment to support the deal. Its stake represents around 27.06 per cent of Iveco’s common shares and 43.19 per cent of the company’s total voting rights. Completion of the transaction remains subject to customary conditions. These include a minimum acceptance threshold of 95 per cent of Iveco’s common shares. However, that threshold will automatically fall to 80 per cent if shareholders approve the Back-End Resolution at the October EGM. What Happens After Shareholder Acceptance? If Tata Motors receives acceptances representing at least 95 per cent of Iveco’s common shares, it will begin the Dutch Legal Squeeze-Out process. The offeror may, at its discretion, first proceed with the proposed demerger and share sale. In a scenario where acceptance crosses 80 per cent but remains below 95 per cent, Tata Motors intends to proceed with a post-offer demerger and liquidation, subject to shareholder approval at the EGM. The companies said all necessary competition approvals, foreign direct investment clearances, Foreign Subsidies Regulation clearance and prior authorisations have been secured. Tata Motors Managing Director and CEO Girish Wagh said: "By combining our respective strengths, capabilities and market presence, we have the opportunity to build a stronger, more globally competitive commercial vehicle business that is better positioned to serve customers, invest in future technologies and create sustainable value for all stakeholders" He further stated, "We believe the tender offer presents a compelling value proposition for Iveco Group shareholders and look forward to its successful completion." Combined Business To Generate €21 Billion Revenue The proposed transaction would bring Iveco together with Tata Motors’ commercial vehicle operations, creating a substantially larger global commercial vehicle business. The combined entity is projected to sell more than 5,90,000 vehicles each year and generate revenue of approximately 21 billion euros, equivalent to more than Rs 2,28,000 crore. Europe is expected to account for around 46 per cent of the combined group’s revenue, while India would contribute approximately 32 per cent. South America is projected to account for about 8 per cent, with the remaining 14 per cent coming from other global markets. According to the companies, the two businesses have largely non-overlapping industrial and geographic operations. Their product ranges and capabilities are also considered complementary, which is expected to provide the combined company with greater scale across multiple markets. Focus On Scale, Technology And Efficiency Tata Motors and Iveco said the enlarged group would be in a stronger position to develop and deliver sustainable mobility products by combining their respective supplier networks and capabilities. The transaction is also expected to improve operating leverage as capital expenditure can be distributed across higher production volumes. The companies anticipate additional operating efficiencies and lower cash-flow volatility, an issue that can be particularly pronounced in the commercial vehicle industry. Iveco Group’s powertrain business, FPT, is also expected to benefit from the combination, with the enlarged business providing opportunities to further strengthen its capabilities. Iveco Group CEO Olof Persson said: "By creating a major new force in global commercial vehicles, we will unlock the significant advantages of increased scale and reach, accelerate innovation and bring even more industry-leading products to customers worldwide. "The complementary nature of our two businesses further enhances the rationale of the transaction, supporting long-term opportunities for our employees, strengthening prospects for our suppliers and partners, and reinforcing the foundations for continued growth. Given these strategic benefits, together with the attractive value offered to shareholders, our Board unanimously supports and recommends the tender offer." Tata Motors Has Financing In Place The tender offer values Iveco Group at approximately 3.82 billion euros. Tata Motors has committed financing covering the entire offer price, which the companies said provides certainty of funds required to complete the transaction. The Iveco Board has determined that the proposal serves the company’s long-term interests as well as the sustainable development of its business. It has also backed the transaction on the grounds of its potential benefits for employees, customers, shareholders, suppliers, partners and other stakeholders. (With Agency Inputs)
