Tata Motors launches all-cash offer for Iveco; acceptance opens September 7

Tata Motors launched an all-cash voluntary tender offer to acquire all common shares of Iveco Group for 14.10 euros per share, valuing the Italian commercial vehicle maker at approximately 3.82 billion euros.

The offer is being made through TML CV Holdings B.V., and the acceptance period will run from September 7 to October 26, 2026, according to a joint announcement by Tata Motors and Iveco Group on Friday.

The offer price of 14.10 euros per common share is on a cum-dividend basis.

The transaction is the latest step in Tata Motors' proposed acquisition of Iveco, with the offer document having received approval from Italy's market regulator Consob.

The approval cleared the way for the shareholder acceptance process.

Iveco Group's Board of Directors has unanimously supported the transaction and recommended that shareholders accept the offer. It has also recommended that shareholders vote in favour of the resolutions relating to the offer at the Extraordinary General Meeting (EGM) scheduled for October 16, 2026.

Iveco's largest shareholder Exor N.V. has irrevocably committed to support the offer and tender its shareholding representing approximately 27.06 per cent of the common shares and 43.19 per cent of all voting rights.

The offer is subject to certain customary conditions, including a minimum acceptance level of 95 per cent of the common shares, which will be automatically reduced to 80 per cent if shareholders adopt the Back-End Resolution at the EGM.

If the offeror obtains 95 per cent or more of the common shares, it will commence the Dutch Legal Squeeze-Out, provided that such procedure may be preceded, at the offeror's election, by the implementation of the demerger and the share sale.

If the offeror obtains between 80 per cent and 95 per cent of the common shares, it intends to implement the post-offer demerger and liquidation, if approved at the EGM.

All the required competition clearances, FDI clearances, FSR clearance and prior authorisations have been obtained, the companies said.

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."

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."

The proposed combination brings together Iveco and the commercial vehicle business of Tata Motors, with the combined entity expected to have sales of over 5,90,000 units annually and revenues of about 21 billion euros (₹2,28,000 crore-plus).

The combined revenues are expected to come from Europe (about 46 per cent), India (about 32 per cent), South America (about 8 per cent) and the rest of the world (about 14 per cent), the companies said.

The businesses have substantially no overlap in their industrial and geographic footprints, with complementary product portfolios and capabilities.

The companies said the combined group would be better positioned to invest in and deliver innovative and sustainable mobility solutions by leveraging both supplier networks to serve customers globally.

The combination is also expected to enable the group to drive better operating leverage by spreading capital investments over larger volumes, generate operating efficiencies and reduce cash flow volatility inherent in the commercial vehicle sector.

It would also enable the capabilities of Iveco Group's powertrain business, FPT, to be further enhanced.

The offer values Iveco Group at approximately 3.82 billion euros. The offeror has committed financing in place for the entire offer Price, providing certainty of funds for completion of the transaction.

The Iveco Board has concluded that the offer is in the long-term interests of Iveco Group, the sustainable success of its business and its employees, customers, shareholders and other stakeholders.