Tata Motors’ €3.82-billion takeover of Iveco Group entered its decisive shareholder phase on September 5, after the Indian automaker confirmed that its €14.10-a-share tender offer for the Italian commercial vehicle maker will open on September 7.
The offer follows regulatory clearance from Italy’s securities regulator, CONSOB, and sector authorisation from the European Central Bank. Tata Motors said the required competition, foreign investment, foreign subsidy and other regulatory approvals for the transaction have been obtained.
Iveco’s largest shareholder, Exor, has irrevocably committed its 27.06 per cent stake to Tata’s offer and agreed to vote in favour of transaction-related resolutions. Iveco’s board has unanimously recommended the offer. Goldman Sachs, which advised the board, said in an updated opinion that the offer was fair from a financial perspective. Iveco’s independent directors, advised separately by Rothschild & Co, reached the same conclusion.
“The commencement of the tender offer marks an important milestone,” Tata Motors Managing Director and Chief Executive Officer Girish Wagh said in the company’s regulatory filing. He said the combination could create “a stronger, more globally competitive commercial vehicle business” with the capacity to invest in future technologies and create sustainable value.
Exor’s commitment leaves 72.94 per cent of Iveco’s shares in public hands. Tata Motors initially requires acceptances representing at least 95 per cent of Iveco’s share capital to complete a statutory Dutch legal squeeze-out of remaining minority shareholders. However, an Extraordinary General Meeting scheduled for October 16 will allow shareholders to vote on post-offer “Back-End Resolutions”.
If those resolutions are approved, Tata’s minimum acceptance threshold will automatically fall to 80 per cent. Reaching that level would activate a pre-agreed asset sale and liquidation framework, allowing Tata to obtain full operational ownership and delist Iveco from Euronext Milan even if some minority shareholders remain. With Exor’s holding secured, Tata would need acceptances for another 52.94 percentage points, requiring support from nearly three out of every four remaining public shares.
The proposed combination would bring together businesses expected to sell more than 590,000 vehicles annually and generate approximately €21 billion, or about ₹2.28 lakh crore, in revenue. Europe would account for 46 per cent of the combined revenue and India for 32 per cent, according to the transaction details reported by Tata Motors.
Under binding two-year non-financial covenants, Tata has committed to retaining Iveco’s operational headquarters in Turin, maintaining capital expenditure plans and avoiding plant closures directly linked to the combination. Iveco employs around 33,000 people across 16 industrial sites and 22 research and development centres. Its operations include commercial vehicles, buses, financing and FPT Industrial powertrains.
Iveco Chief Executive Olof Persson said the transaction would create “a major new force in global commercial vehicles”, while citing the complementary nature of the two businesses and their potential to accelerate innovation. Tata Motors has arranged fully committed financing of up to €3.825 billion through Morgan Stanley and MUFG Bank.
The main tender offer is scheduled to close on October 26 at 5:30 p.m. Central European Summer Time, with initial payment due on October 30. Subject to legal conditions, a secondary acceptance period will run from November 2 to November 6, with settlement scheduled for November 13.
