On 1 September 2026, another major door opened in Tata Motors’ path towards the acquisition of Iveco Group, the last at international level: approval by European Central Bank for the acquisition of an indirect qualifying holding in a credit institution, linked to the stakes held in IC Financial Services SA and Cnh Industrial Capital Europe, two specialised French credit institutions. Only one step remains, involving Italy’s Consob (the Italian Companies and Exchange Commission), which must review the offer document. This document sets out the terms, conditions, procedures and timetable of the transaction, including the acceptance window for shareholders. Clearance is expected by the end of September 2026 and, until then, an effective acceptance period cannot open. According to statements by Tata Motors and Iveco Group in their respective quarterly results, the transaction is expected to close in the first days of November 2026.
The acquisition will be carried out by Tml CV Holdings Pte, an indirect subsidiary of Tata Motors, through the voluntary full takeover bid for Iveco Group ordinary shares, at a price of €14.10 per share and for a total consideration of around €3.8 billion. The offer is conditional on reaching a minimum acceptance threshold of 95% of Iveco’s ordinary shares, a threshold that may fall to 80% if the company’s extraordinary shareholders’ meeting approves the demerger and liquidation resolutions following the offer. Exceeding the threshold, in either case, would pave the way for Iveco Group’s delisting from Euronext Milan. A cornerstone of the offer is the irrevocable undertaking given by Exor, Iveco Group’s largest shareholder, with around 27.06% of ordinary share capital and 43.11% of total voting rights thanks to special voting shares. The Agnelli-Elkann family holding company has committed to tendering its entire stake and to voting in favour of the shareholder resolutions linked to the offer.
Tata Motors has undertaken a series of non-financial commitments, binding for two years from completion of the offer, including maintaining Iveco’s headquarters in Turin and avoiding plant closures or material restructurings directly attributable to the transaction. Completion of the offer was made conditional on the separation of Iveco’s Defence business, completed on 18 March 2026 with the sale to Leonardo of the Idv and Astra brands. On the basis of the net proceeds from this sale, Iveco Group distributed a special dividend of €5.8216 per share on 22 April, for a total outlay of around €1.55 billion. The extraordinary shareholders’ meeting that must approve the resolutions linked to the Tata Motors offer, initially scheduled for early May, has meanwhile been postponed to a later date.
The acquisition of Iveco by Indian group Tata was announced on 30 July 2025, with the aim of creating a global group in the production and sale of industrial vehicles, built on largely complementary portfolios and markets: Iveco is focused on Europe, with a presence in Latin America and Australia, while Tata Motors is at the top of the Indian automotive market. At the time of the agreement, the two companies reported aggregate revenues of around €22 billion, split between Europe, at around 50%, India, at around 35%, and the Americas, at around 15%, with total sales of more than 540,000 vehicles a year.
In 2026, the international authorisation process began. It was complex because of the multinational presence of the two groups, and the first green light came from the UK’s Financial Conduct Authority for the change of control over Iveco Retail Limited and IC Financial Services UK Limited. On 24 June, clearance was granted by Banco de España for the acquisition of an indirect qualifying holding in Transolver Finance, Establecimiento Financiero de Crédito.
The corporate transition comes as Iveco Group is showing a recovery in European volumes, although profitability remains under pressure: in the second quarter of 2026, consolidated revenues rose by 7.3% to €3.764 billion, while adjusted EBIT from industrial activities fell from €143 million to €104 million, due to planned investments in product quality. At the closing of the transaction, Anna Tanganelli, the current chief financial officer of Iveco Group, will step down on 2 November, and the search for a successor is already under way.
P.R.
