Tata Motors secures 89.42% stake in Iveco as €3.9 billion takeover clears key hurdle

Tata Motors has secured a provisional 89.42% stake in Italian commercial vehicle maker Iveco Group, crossing the revised minimum acceptance threshold for its €3.9 billion takeover and bringing the proposed acquisition closer to completion. The offer attracted tenders for 238.16 million shares, representing 87.81% of Iveco’s common share capital, according to provisional results announced on October 26.

The offer, conducted through TML CV Holdings BV, values the shares tendered at approximately €3.43 billion at the revised price of €14.40 apiece. The resulting 89.42% holding includes the effect of Iveco’s treasury shares, which account for approximately 1.80% of its common share capital.

Final results are scheduled to be announced by October 29, with payment for shares tendered during the initial acceptance period due on October 30.

Offer price raised amid shareholder resistance

Tata Motors increased its offer to €14.40 per share from €14.10 on October 9, adding €0.30 to compensate shareholders for delays in obtaining regulatory authorisations. The company had described the revised bid as its final offer, ruling out a further increase despite opposition from some minority investors.

The takeover faced scrutiny from shareholders who questioned whether the original valuation adequately reflected Iveco’s prospects. An October 16 extraordinary general meeting approved resolutions linked to the transaction, including a reduction in the minimum acceptance threshold from 95% to 80%.

This adjustment allowed the offer to satisfy the threshold condition on the basis of the provisional results.

The acceptance period ran from September 7 to October 26. Subject to confirmation of the provisional results and fulfilment of the remaining conditions, the offer is set to reopen for five trading days from November 2 to November 6. Shareholders who did not tender their shares earlier will have another opportunity to participate, with payment for shares tendered during this period scheduled for November 13.

Combined business to generate €21 billion in revenue

The acquisition is a strategic push by Tata Motors to build a larger global commercial vehicle business by combining its established Indian presence with Iveco’s European operations and international distribution network.

According to the companies’ offer documents, the combined commercial vehicle business is expected to generate annual revenue of approximately €21 billion, equivalent to more than ₹2.28 lakh crore, and sell over 590,000 vehicles annually. Europe is expected to contribute around 46% of combined revenue, India 32%, South America 8% and other markets the remaining 14%.

The businesses have complementary product portfolios and geographic footprints. Tata Motors has a strong position in India, while Iveco brings an established presence in Europe and Latin America. The combination is expected to widen market access and strengthen product offerings across commercial vehicle categories.

Integration and cost synergies in focus

According to Tata Motors. the transaction’s longer-term value will depend on Tata Motors’ ability to integrate the businesses and convert their complementary capabilities into financial gains. Potential opportunities include sharing engineering expertise, reducing duplication in product development and leveraging combined procurement networks.

Iveco reported revenue of €15.3 billion in 2024, down 4% from the previous year. The acquisition therefore gives Tata Motors access to a substantial overseas business, but also exposes it to the performance of mature international markets and the execution risks associated with integrating a large cross-border operation.

The acquisition excludes Iveco’s defence business, which is being kept outside the transaction. With the acceptance threshold crossed, attention now shifts to the final offer results, settlement and the operational steps required to realise the strategic benefits of the deal.