Tata Motors’ €3.91 billion acquisition of Italian commercial vehicle maker Iveco has crossed the 80% acceptance threshold, clearing the key condition for the Indian automaker to pursue full ownership and delist Iveco from Euronext Milan.
Acceptances represented 87.8% of Iveco’s shares at the close of the tender period on Monday, according to the report. The figure is above the 80% threshold required for the offer to become effective and allows Tata Motors to move towards acquiring the remaining shares.
The transaction, which was launched at €14.40 per share, is the largest deal under Tata Group chairman N Chandrasekaran. Tata Motors raised the offer from €14.10 per share on October 9, increasing the maximum deal value from €3.8 billion, or Rs 41,363 crore, to €3.91 billion, or Rs 42,561 crore. The offer opened on September 4.
Tata Motors will also acquire Iveco’s 1.8% treasury stock. These are shares repurchased and held by the company itself. They carry no voting rights and, under Dutch rules, cannot be tendered in the takeover offer. Although Iveco is listed in Milan, it is legally incorporated in the Netherlands and is governed by Dutch law. Including the treasury stock, Tata Motors’ total economic interest in Iveco will rise to 89.6%.
The 80% threshold became sufficient after Iveco shareholders approved a so-called back-end resolution at an extraordinary general meeting on October 16. The original offer required acceptance of 95% of Iveco’s share capital, the standard threshold under Dutch law for a statutory squeeze-out of minority shareholders. Treasury shares were excluded from that calculation.
Under the back-end mechanism, Tata Motors can merge Iveco with its acquisition vehicle or transfer Iveco’s assets to it after securing at least 80% of the shares. This produces the same practical outcome as a traditional 95% squeeze-out. Minority shareholders who did not tender their shares will not retain holdings in the listed company and will instead be required to accept the same €14.40-a-share cash consideration offered during the tender process.
The acceptance rate had stood at 35% as of October 22, before rising to 87.8% by the close of the tender period. Approval of the back-end resolution was widely viewed as an indication of institutional support for the transaction.
For Tata Motors, the acquisition expands its presence in the commercial vehicle sector through Iveco, a company whose operations are tied to the trucks and buses that support freight movement, public transport and urban supply chains. The next step is the acquisition of the remaining shares and the removal of Iveco from Euronext Milan. The delisting is expected within one to two months.
