Tata Motors’ takeover bid for Iveco Group clears 80% acceptance threshold

Tata Motors has cleared a major hurdle in its acquisition of Iveco Group. According to the final results announced by TML CV Holdings B.V., the company through which the Indian manufacturer is conducting the takeover, a total of 238,157,212 ordinary shares were tendered, representing 87.81% of Iveco Group’s ordinary share capital and a total consideration of approximately €3.43 billion.

All conditions of the takeover bid have now been satisfied, making the offer fully effective and unconditional. Upon settlement, scheduled for October 30, Tata Motors will hold 89.42% of Iveco Group’s ordinary share capital, excluding treasury shares. The difference between the two percentages reflects the different calculation bases.

Iveco Group and Tata Motors: the takeover process

The results follow the extraordinary shareholders’ meeting held on October 16, when Iveco Group shareholders approved the resolutions allowing the minimum acceptance threshold to be reduced from 95% to 80%. The meeting also approved the corporate restructuring measures envisaged following the takeover, including those aimed at delisting Iveco Group from the Milan Stock Exchange.

The acquisition was originally announced on July 30, 2025, with a transaction value of approximately €3.8 billion, excluding Iveco Group’s Defence business. The tender offer officially opened on September 7, 2026, following approval of the offer document by Italian market regulator Consob.

The offer price currently stands at €14.40 per share, including the additional €0.30 announced on October 9, compared with the initial price of €14.10.

Next steps: payments, reopening of the offer and delisting

Payment for shares tendered during the initial acceptance period will take place on October 30, together with the transfer of ownership to the offeror.

Shareholders who have not yet accepted the offer will have another opportunity to do so during the reopening period, scheduled from November 2 to 6, 2026. Payment for shares tendered during this additional period is expected on November 13.

The ultimate objective remains the acquisition of Iveco Group’s entire share capital and its subsequent delisting.

If Tata Motors reaches a shareholding exceeding 90% but remains below 95%, subject to the applicable calculation rules, it intends to initiate a voluntary procedure to acquire the remaining shares, without restoring a sufficient free float to ensure regular trading.

If the 95% threshold is reached, the offeror will initiate a compulsory acquisition procedure under Dutch law. Alternatively, if the conditions for these procedures are not met, Tata Motors intends to pursue delisting through the post-offer demerger and liquidation process already approved by Iveco Group shareholders.

The successful outcome of the tender offer therefore represents a decisive step towards Iveco Group becoming part of Tata Motors, although the remaining corporate procedures and the planned delisting have yet to be completed.