Tata Motors has launched an all-cash voluntary tender offer to acquire all common shares of Italian commercial vehicle manufacturer Iveco Group, with shareholders able to accept the offer from September 7 to October 26, 2026.
The offer, made through Tata Motors subsidiary TML CV Holdings B.V., values Iveco at approximately 3.82 billion euros. Tata Motors is offering 14.10 euros per common share on a cum-dividend basis, according to a joint announcement by Tata Motors and Iveco Group reported by Business Standard.
The offer document received approval from Italy’s market regulator Consob, clearing the way for the shareholder acceptance process. Iveco’s Board of Directors has unanimously supported the transaction and recommended that shareholders accept the offer. The board has also recommended that shareholders vote in favour of resolutions related to the offer at an Extraordinary General Meeting scheduled for October 16, 2026.
Iveco’s largest shareholder, Exor N.V., has irrevocably committed to support the offer and tender its shareholding. The commitment represents approximately 27.06 per cent of Iveco’s common shares and 43.19 per cent of all voting rights.
The offer is subject to customary conditions, including a minimum acceptance level of 95 per cent of Iveco’s common shares. That threshold will automatically reduce to 80 per cent if shareholders adopt the Back-End Resolution at the Extraordinary General Meeting.
If Tata Motors obtains 95 per cent or more of the common shares, it will commence the Dutch Legal Squeeze-Out. The companies said this procedure may be preceded, at the offeror’s election, by the implementation of a demerger and share sale. If the offeror obtains between 80 per cent and 95 per cent, it intends to implement a post-offer demerger and liquidation, subject to approval at the meeting.
The companies said all required competition clearances, foreign direct investment clearances, Foreign Subsidies Regulation clearance and prior authorisations have been obtained. Tata Motors has also committed financing for the entire offer price.
Tata Motors Managing Director and Chief Executive Officer Girish Wagh said the combination could create a more globally competitive commercial vehicle business and support investment in future technologies. Iveco Group Chief Executive Officer Olof Persson said the transaction would create a larger force in global commercial vehicles, with increased scale and reach.
The proposed combination is expected to generate annual sales of more than 590,000 vehicles and revenue of approximately 21 billion euros, or more than Rs 2.28 lakh crore. The companies said the combined revenue would come from Europe, India, South America and other markets, accounting for about 46 per cent, 32 per cent, 8 per cent and 14 per cent respectively.
The businesses have substantially non-overlapping industrial and geographic footprints, with complementary product portfolios and capabilities. The companies said the combination would strengthen supplier networks, improve operating leverage and support investment in sustainable mobility solutions. The next formal milestones are the opening of the acceptance period on September 7 and the Extraordinary General Meeting on October 16, 2026.
