Tata Motors secures control of Iveco as takeover offer reaches 87.81 per cent acceptance

Acceptances cross the revised threshold

Tata Motors has secured decisive shareholder backing for its takeover of Italian commercial vehicle maker Iveco Group, with acceptances representing 87.81 per cent of share capital lodged by the close of the tender period. The Hindu BusinessLine reports that a Teleborsa update published on Borsa Italiana's website on October 26 confirmed 238,157,212 shares had been tendered, equivalent to approximately 87.81 per cent. The figure comfortably exceeds the revised 80 per cent minimum threshold required for the offer to become effective. ⁷⁴⁶

Business Standard reports that the provisional acceptances under the €3.91 billion offer cleared the revised minimum threshold of 80 per cent, paving the way for further expansion of Tata Motors into global markets. The Times of India notes the tally represents a sharp late surge: acceptances had stood at roughly 35 per cent on October 22 and around 52 per cent on October 23 before jumping to 87.81 per cent by the deadline. ⁶⁴⁷

The 87.81 per cent figure does not by itself complete the acquisition. The Hindu BusinessLine notes final results will be announced on October 29, and Tata Motors' subsidiary TML CV said payment for shares tendered during the initial acceptance period is scheduled for October 30, subject to the remaining conditions being met. ⁷³

How the tender period unfolded

The offer opened in early September 2026, with The Times of India reporting a September 4 opening date and The Hindu BusinessLine reporting September 7 — a minor discrepancy between outlets that does not affect the outcome. On October 9, Tata Motors raised its bid from €14.10 to €14.40 per share, an increase of 2.1 per cent, describing the revised consideration as its best and final offer. That lifted the maximum deal value from €3.8 billion as first announced in July 2025 to €3.91 billion. ⁴⁵⁷

A pivotal moment came at Iveco's extraordinary general meeting on October 16, where shareholders approved resolutions lowering the minimum acceptance requirement from 95 per cent — the standard Dutch-law threshold for a statutory squeeze-out — to 80 per cent, and establishing an alternative route to full ownership. The Times of India explains that under the back-end mechanism, Tata Motors, if it secures 80 per cent of the shares, can merge Iveco with its acquisition vehicle or transfer the company's assets to it, achieving the same practical outcome as a traditional squeeze-out. The approval was widely seen as a sign of strong institutional support for the deal. ⁴³

Offer terms also allow non-tendering shareholders another window. Kotak Neo reports that the offer will reopen for five trading days from November 2 to November 6, with payments for shares accepted in that period scheduled for November 13. The Times of India adds that minority shareholders who do not tender will ultimately be compelled to accept the same €14.40-per-share cash consideration, meaning they will not retain shares in the listed company. ³⁴

Iveco's 1.8 per cent of treasury stock, which under Dutch rules cannot be tendered and is excluded from the threshold calculation, is also being acquired by Tata Motors. The Times of India reports that counting these shares takes Tata's total economic interest to 89.6 per cent, while TML CV's regulatory filing described a potential holding of 89.42 per cent of common share capital, net of treasury shares. ⁴⁷

Minority resistance and the raised price

The path to control was not uncontested. Kotak Neo and The Hindu BusinessLine both report that Petrus Advisers, which owns 3.8 per cent of Iveco, challenged the valuation, arguing that the original price was too low and did not give shareholders enough credit for the benefits the two businesses could gain from joining forces. Exor, the Agnelli family's investment company and Iveco's largest shareholder, had already committed its 27.06 per cent holding. ³⁷

Tata Motors managing director and CEO Girish Wagh had anticipated the late surge in acceptances. The Hindu BusinessLine quotes him telling investors on the Friday before the close: "As is typically seen in tender offer processes, a significant proportion of shares tend to be tendered towards the very end of the acceptance period, particularly in the final 24 to 48 hours." ⁷

Deal structure and what happens next

Tata Motors agreed in July 2025 to acquire Iveco's commercial vehicle business, with the transaction first announced on July 30, 2025 at a value of €3.8 billion. The Times of India describes the acquisition as the largest deal under Tata Group chairman N Chandrasekaran. The Hindu BusinessLine reports the deal carries an estimated enterprise value of $4.5 billion and represents the biggest hurdle cleared in a 15-month pursuit. OICA's daily news service, which reports the transaction as a €3.4 billion offer securing control, notes that Iveco's defence business will be sold separately to Leonardo. ⁴⁷¹

With the 80 per cent threshold cleared, Tata Motors can move to acquire the remaining shares and take Iveco private. The Times of India reports delisting from Euronext Milan is expected within one to two months. The Hindu BusinessLine notes that acceptance of 95 per cent or more would have permitted the envisaged Dutch legal squeeze-out route, while the approved transaction structure allows Tata to pursue a post-offer demerger and liquidation mechanism to achieve full ownership. Approximately 12.19 per cent of Iveco shares remain outside the tendered holding. ⁴⁷

On governance, The Hindu BusinessLine reports that Tata Sons chairman N. Chandrasekaran, P.B. Balaji and Girish Wagh are among the executives expected to join Iveco's board following completion, subject to applicable governance arrangements. ⁷

Scale of the combined commercial vehicle business

The deal is expected to strengthen Tata Motors' presence in international commercial vehicle markets, particularly Europe, while expanding its truck and bus portfolio, according to Kotak Neo. The Hindu BusinessLine reports the combination sets the stage for a global commercial-vehicle group with combined annual revenue of approximately €21 billion and sales exceeding 590,000 vehicles; OICA's report puts the combined annual vehicle sales figure at over 540,000. Forbes India characterises the combination as creating the world's fourth-largest commercial vehicle maker. ³⁷¹²

The Hindu BusinessLine reports that Europe would account for approximately 46 per cent of combined revenue and India 32 per cent, with South America and other markets contributing the remainder. It also states the businesses' complementary geographic presence would allow Tata to expand into markets where it currently has limited operations while strengthening Iveco's access to India, Africa and emerging economies, and that the acquisition adds Iveco's specialised heavy-duty trucks, tractor-trailers and engineering capabilities to Tata's portfolio. ⁷

For Tata Motors, attention now shifts to integration. The Hindu BusinessLine identifies opportunities including sharing engineering platforms, reducing duplicated product-development expenditure and sourcing components more competitively from Asia and Eastern Europe. Forbes India reports analysts are betting on a JLR-style turnaround in trucks, framing Tata Group's second-biggest acquisition. The evidence establishes no change to Iveco or Tata operations in Australia. ⁷²