Tata Motors' takeover bid for Iveco Group has received acceptances for 238,157,212 shares, representing 87.81% of the share capital and 89.42% excluding treasury shares. The provisional result, announced by TML CV Holdings on 26 October, exceeds the minimum acceptance threshold of 80% established following the extraordinary shareholders' meeting on 16 October. The shares tendered are worth €3.43 billion, based on the offer price of €14.40 per share, raised by Tata Motors on 9 October from the original €14.10. The bidder described the revised price as its "best and final" offer and ruled out further increases, explaining that the adjustment reflected a slight delay in completing the transaction, as regulatory approval procedures in some jurisdictions had taken longer than expected. The revised price matched Iveco's closing share price that day and represented a premium of 33.47% over the official price on 17 July 2025, the last trading day before speculation about the transaction emerged, and 6.77% over the price on 29 July 2025, the last trading day before the announcement. If all shares are tendered, the maximum consideration will increase by €81.36 million to €3.906 billion. The additional amount is covered by an €85 million credit facility with MUFG Bank.
Exor, Iveco's largest shareholder, had irrevocably committed to tender its holding, representing 27.06% of the ordinary shares and 43.19% of the voting rights. On 14 October, five days after the increased offer, total acceptances stood at 77,421,189 shares, equivalent to 28.54% of the securities subject to the offer. Since then, acceptances have increased by more than 160 million shares. At its extraordinary meeting in Amsterdam on 16 October, Iveco Group's shareholders approved all the board's proposals relating to the takeover, including the corporate restructuring measures planned after completion of the offer, which allowed the minimum acceptance threshold to be reduced from 95% to 80%. Shareholders also approved the conversion of Iveco into a private limited liability company, effective after delisting, its liquidation in due course and the appointment of a liquidator, as well as the composition of the new board, which will take office upon settlement of the offer.
The final results, together with confirmation that the other offer conditions have been satisfied or, where permitted, waived, will be announced by 7.29 am on Thursday 29 October. Payment of €14.40 for each tendered share, together with the transfer of ownership to the bidder, is scheduled for 30 October. If the provisional results are confirmed, the acceptance period will reopen for five trading days, from 2 to 6 November, between 8.30 am and 5.30 pm, allowing shareholders who have not yet accepted the offer to tender their shares. Payment for shares tendered during this additional period is scheduled for 13 November. If acceptances reach 95%, the bidder may initiate the compulsory acquisition of the remaining shares under the squeeze-out provisions of Dutch law. If the final holding remains between 80% and 95%, the demerger and liquidation procedures approved by shareholders may instead be implemented.
Antonio Illariuzzi
