Iveco Group held an extraordinary general meeting in Amsterdam on 16 October 2026 to vote on Tata Motors' public takeover offer for the group's entire share capital. Shareholders approved all resolutions related to the transaction and lowered the minimum acceptance threshold from 95% to 80%. The resolutions cover the corporate steps required to complete the offer and the subsequent restructuring, with different implementation dates. Amendments to the articles of association and the appointment of board members will take effect upon settlement of the transaction. The conversion of Iveco Group from a Dutch public limited company (N.V.) into a private limited company (B.V.) is planned after its delisting. A post-offer demerger may be carried out at the bidder's discretion, provided that, among other conditions, at least 80% of the ordinary shares have been acquired. The approved package also includes the sale of shareholdings envisaged under the transaction structure, the possible dissolution of the company as part of the demerger and liquidation procedure, changes to special voting shares and the termination of loyalty-based enhanced voting rights.
The lower threshold provides a second route to completing the transaction. If the bidder acquires at least 95% of the ordinary shares, it can initiate the Dutch statutory squeeze-out procedure to acquire the remaining shares, potentially preceded by a demerger and sale. If the acceptance level is between 80% and 95%, the transaction will instead proceed through a post-offer demerger and liquidation, now authorised by shareholders. The reduction had already been envisaged in the terms announced on 4 September, subject to approval at this meeting. It concerns the ordinary shares tendered into the offer, not the voting majority at the shareholders' meeting.
A key prerequisite for the sale was the support of Exor, which holds approximately 27.06% of the ordinary shares and 43.19% of the voting rights. As for the other shareholders, an article published on 12 October by the Indian newspaper The Hindu BusinessLine, written by Amit Vijay Mohile, shifts attention from the shareholders' vote to investors' willingness to tender their shares at €14.40 each. The newspaper identifies Davidson Kempner, Syquant Capital and Petrus Advisers as major minority shareholders to watch, estimating that together they hold around 20% of Iveco. Sources close to Tata Motors remain confident, the publication adds, and expect acceptances to be concentrated in the final 48 hours before the offer closes on 26 October, subject to possible extensions.
The bidder is TML CV Holdings B.V., which is offering €14.40 per share. The offer price had been €14.10 until 9 October, when it was increased by €0.30 and declared final, with no further increases possible. Based on the 271,215,400 shares covered by the full-acceptance scenario, the maximum consideration has therefore risen to €3,905,501,760, an increase of up to €81,364,620, according to the bidder's statement of 9 October. This amount covers the shares alone and does not represent the enterprise value, which also takes debt into account.
P.R.
