Tata Motors completes initial settlement of Iveco tender offer, holding 89.42 per cent

Settlement completed and control secured

Tata Motors and Iveco Group jointly announced on 30 October 2026 the completion of the initial settlement of the recommended voluntary tender offer for all issued common shares of Iveco Group. Following settlement, the Offeror, TML CV Holdings B.V., an indirect wholly owned subsidiary of Tata Motors, holds 238,157,212 common shares, equal to approximately 89.42 per cent of Iveco Group's common share capital net of treasury shares. As a result, Iveco Group has become part of Tata Motors, and the Indian company describes Iveco as an indirect subsidiary in its regulatory filing. ¹⁵²⁴

The settled shares were acquired at EUR 14.40 (cum dividend) per common share in cash. Business Standard reports the acquisition involved 238.16 million shares at that price, and The Hindu BusinessLine values the 89.42 per cent stake at approximately EUR 3.43 billion (₹36,387 crore), citing the company's exchange filing with euro-to-rupee conversion at ₹106.1, the 29 October closing rate per Economic Times. ¹²⁷⁴

The joint announcement is the originating document for these figures; ThePrint's report is a PTI agency wire carrying the same facts, and other outlets including Sustainable Truck&Van report the same settlement based on the companies' announcement. With approximately 10.58 per cent of common share capital still outside Tata Motors' ownership, the buyout of remaining minority shareholders continues. ²³⁶¹

The acceptance period will be reopened for five trading days, for the sessions on 2, 3, 4, 5 and 6 November 2026, from 8:30 a.m. to 5:30 p.m. CET, allowing remaining shareholders to tender at the same EUR 14.40 price. Settlement of shares tendered during this reopened window is scheduled for 13 November 2026. ¹⁵²

A contested process with a revised price

The initial settlement concludes a process that began with the offer document published on 4 September 2026, under which the offer was launched at EUR 14.10 per share cum dividend. Tata raised the price to EUR 14.40 on 9 October 2026, and The Hindu BusinessLine reports that Tata described the revised price as its best and final offer. Business Standard reports that opposition came from some minority shareholders, with the activist investor Petrus Advisers having questioned the offer price as undervaluing Iveco, and that Tata had subsequently increased its offer from EUR 14.10 to EUR 14.40 earlier in October. Business Standard adds that no further revision to the offer price has been announced. ¹⁸²⁷

Shareholders subsequently approved lowering the minimum acceptance threshold from 95 per cent to 80 per cent, The Hindu BusinessLine reports. Iveco Group's largest shareholder, Exor, with approximately 27.06 per cent of common shares and 43.19 per cent of voting rights, had committed irrevocably in the September offer document to support the offer, tender its shareholding and vote in favour of the related resolutions at the extraordinary general meeting held on 16 October 2026. ⁷⁸

The route to full ownership has not been finalised. The companies said further information on post-offer steps, including as applicable a voluntary purchase procedure, a Dutch legal squeeze-out, or a post-offer demerger and liquidation, will be communicated in due course, depending on the final stake achieved. Sustainable Truck&Van reports Tata Motors' objective remains acquiring the remaining shares and delisting Iveco Group from the Milan exchange. ¹⁷⁶⁴

Commitments to Iveco's business, employees and headquarters

The offer document published on 4 September 2026 sets out non-financial covenants running for two years after the payment date of the offer. Under these covenants, the Offeror commits that Iveco Group's business shall remain substantially intact, that contractual capital expenditure commitments shall be respected, and that Iveco Group's headquarters will remain in Turin, Italy. The Offeror also states it shall not implement any material restructurings or close any plants or factories owned or used by Iveco Group as a direct consequence of the combination, and does not envisage any reduction of Iveco Group's workforce as a direct consequence of the combination. The covenants also cover respect for existing employee rights and benefits, Iveco's corporate identity and key brands, and prudent capitalisation of Iveco's operations. ⁸

New board and governance changes at Iveco

Settlement took effect alongside changes to Iveco Group's board and governance. N. Chandrasekaran, Chairman of Tata Sons, has become Iveco's non-executive Chairperson and Senior Non-Executive Director, while Olof Persson continues as Chief Executive Officer, serving as Executive Director. P. B. Balaji and Girish Wagh of Tata Motors have joined as non-independent non-executive directors, with Guenter Butschek and Charles Nichols appointed as independent directors. ¹²³⁴

The board committees have been reconstituted: Charles Nichols chairs the Audit Committee, Guenter Butschek chairs the Compensation Committee and Girish Wagh chairs the ESG Committee, according to the joint announcement. Corporate governance documents have been amended, and all outstanding Special Voting Shares were repurchased for no consideration following authorisation at the 16 October extraordinary general meeting, leaving none outstanding. ¹⁵⁴

Scale of the combined businesses and integration targets

Iveco Group employs approximately 33,000 people and operates 16 industrial sites and 22 research and development centres, with brands spanning IVECO trucks, IVECO BUS and HEULIEZ, the FPT powertrain business and the IVECO CAPITAL financing arm. The company reported calendar-year 2025 revenue of EUR 13.43 billion, down from EUR 14.42 billion in 2024, according to The Hindu BusinessLine and Economic Times, with the 2023 figure of EUR 15.98 billion having included the defence business that is not part of this transaction. ¹⁷⁴

Iveco's defence operations, sold separately to Leonardo, are excluded from the transaction. In their September offer announcement, the companies estimated combined annual revenue of approximately EUR 21 billion and vehicle sales exceeding 590,000 units, split approximately 46 per cent Europe, 32 per cent India, 8 per cent South America and 14 per cent rest of world. These are the companies' own estimates from the offer documentation. ⁷⁴⁶⁸

On financial integration, The Hindu BusinessLine reports that in its July 2025 investor presentation Tata targeted annual free-cash-flow synergies of up to 0.5 per cent of combined revenue from FY28, earnings-per-share breakeven within two years and repayment of acquisition debt within four years. It notes Friday's filing did not disclose an updated financing mix or the final acquisition debt outstanding. Girish Wagh, Tata Motors' Managing Director and CEO, told investors at the 23 October earnings call that consolidation of Iveco would begin in the October–December quarter, with immediate priority being a seamless transition. ⁷

What happens next, and the Australian angle

Iveco Group has brought forward its third-quarter 2026 financial results to 3 November 2026 from 5 November as previously communicated, providing the first scheduled financial update after Tata assumed control of the business, as The Hindu BusinessLine notes. ¹⁷²

The tender offer was launched in Italy and extended to the United States under applicable US securities rules; the announcement states the offer has not been and will not be launched or promoted in Australia, among other countries. The announcement documents a completed change of ownership at group level and does not describe changes to Iveco's Australian operations. Any effect on Australian commercial-vehicle customers, dealers or pricing is not addressed in the companies' announcement. ¹⁵