Tata Motors launches €3.82 billion Iveco takeover offer at €14.10 per share; acceptance opens September 7

Tata Motors has launched an all-cash voluntary tender offer to acquire all common shares of Iveco Group at €14.10 per share, valuing the Italian commercial vehicle maker at approximately €3.82 billion.

The offer is being made through TML CV Holdings B.V., with the acceptance period set to run from September 7 to October 26, 2026, according to a joint announcement by Tata Motors and Iveco Group on Friday.

Iveco board unanimously backs Tata Motors offer

The offer price of €14.10 per common share is on a cum-dividend basis.

The tender offer marks the latest step in Tata Motors' proposed acquisition of Iveco, after the offer document received approval from Italy's market regulator Consob. The regulatory clearance has paved the way for Iveco shareholders to begin the acceptance process.

Iveco Group's Board of Directors has unanimously supported the transaction and recommended that shareholders accept the offer. The board has also urged shareholders to vote in favour of the resolutions related to the offer at the Extraordinary General Meeting (EGM) scheduled for October 16, 2026.

Iveco's largest shareholder, Exor N.V., has irrevocably committed to support the offer and tender its stake, representing 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 threshold of 95 per cent of the common shares. This threshold will automatically fall to 80 per cent if shareholders approve the Back-End Resolution at the EGM.

If the offeror secures 95 per cent or more of Iveco's common shares, it will commence the Dutch Legal Squeeze-Out. However, at the offeror's election, that procedure may be preceded by implementation of the demerger and the share sale.

If the offeror obtains between 80 per cent and 95 per cent of the common shares, it intends to proceed with the post-offer demerger and liquidation, subject to approval at the EGM.

The companies said all required competition clearances, foreign direct investment (FDI) clearances, Foreign Subsidies Regulation (FSR) clearance and prior authorisations have been obtained.

Tata-Iveco combination targets €21 billion revenue

Tata Motors Managing Director and CEO Girish Wagh said the combination of the two companies' strengths, capabilities and market presence could create a stronger and more globally competitive commercial vehicle business.

"By combining our respective strengths, capabilities and market presence, we have the opportunity to build a stronger, more globally competitive commercial vehicle business that is better positioned to serve customers, invest in future technologies and create sustainable value for all stakeholders," Wagh said.

He added that Tata Motors believes the tender offer represents an attractive proposition for Iveco shareholders and expressed confidence in its successful completion.

Iveco Group CEO Olof Persson said the combination would create a major new force in the global commercial vehicle industry, allowing the businesses to benefit from greater scale and reach while accelerating innovation and expanding their product offerings.

"The complementary nature of our two businesses further enhances the rationale of the transaction, supporting long-term opportunities for our employees, strengthening prospects for our suppliers and partners, and reinforcing the foundations for continued growth," Persson said.

He added that, given the strategic benefits of the transaction and the value being offered to shareholders, Iveco's board unanimously supports and recommends the tender offer.

The proposed combination would bring together Iveco and Tata Motors' commercial vehicle business. The combined entity is expected to sell more than 5,90,000 vehicles annually and generate revenues of about €21 billion, or more than ₹2,28,000 crore.

The companies said approximately 46 per cent of the combined revenue would come from Europe, around 32 per cent from India, 8 per cent from South America and the remaining 14 per cent from other markets.

Deal to expand scale, operating leverage

The two businesses have substantially no overlap in their industrial and geographic footprints, while their product portfolios and capabilities are considered complementary.

According to the companies, the combined group would be better placed to invest in and deliver innovative and sustainable mobility solutions by leveraging both companies' supplier networks to serve customers across global markets.

The transaction is also expected to improve operating leverage by allowing capital investments to be spread across larger volumes. The companies expect the combination to generate operating efficiencies and reduce the cash-flow volatility typically associated with the commercial vehicle industry.

The deal would also provide an opportunity to further enhance the capabilities of Iveco Group's powertrain business, FPT.

The tender offer values Iveco Group at approximately €3.82 billion. The offeror has committed financing in place to fund the entire offer price, providing certainty of funds for completion of the transaction.

The Iveco board has concluded that the proposed transaction is in the long-term interests of the group and supports the sustainable success of its business, employees, customers, shareholders and other stakeholders.