€3.82 Billion All-Cash Tender Offer Launched for the Acquisition
Tata Motors Limited and IVECO Group N.V. have announced the commencement of a voluntary all-cash tender offer by TML CV Holdings B.V. for all issued ordinary shares of IVECO Group at EUR 14.10 per share, including dividends.
The offer values IVECO Group at approximately EUR 3.82 billion. The acceptance period runs from 7 September to 26 October 2026, subject to any extension under applicable regulations. IVECO Group’s Board of Directors has unanimously recommended that shareholders accept the offer and vote in favour of the related resolutions at the Extraordinary General Meeting (EGM) scheduled for 16 October 2026.
Exor N.V., IVECO Group’s largest shareholder, has irrevocably committed to support the offer and tender its holding, representing approximately 27.06% of ordinary shares and 43.19% of total voting rights.
Creating a Global CV Leader
The proposed combination brings together two complementary businesses with minimal overlap in their industrial operations and geographical footprints. The combined entity is expected to achieve annual sales of more than 590,000 vehicles and revenues of approximately EUR 21 billion (over INR 2,28,000 crore), distributed across Europe (46%), India (32%), South America (8%) and the rest of the world (14%).
The combination is expected to strengthen global reach, accelerate innovation and improve operating efficiencies by leveraging larger volumes, complementary product portfolios and both companies’ supplier networks. It will also support investment in sustainable mobility solutions and further strengthen IVECO Group’s powertrain business, FPT.
Girish Wagh, Managing Director and CEO of Tata Motors, said: “The commencement of the tender offer marks an important milestone in bringing together two highly complementary organizations with a shared commitment to excellence, innovation and customer success. 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. We have immense respect for Iveco Group’s heritage, talented people and trusted brands, and we look forward to supporting their continued growth and success. We believe the tender offer presents a compelling value proposition for Iveco Group shareholders and look forward to its successful completion.”
Olof Persson, CEO of IVECO Group, said: “The many benefits of this transformational combination are clear. By creating a major new force in global commercial vehicles, we will unlock the significant advantages of increased scale and reach, accelerate innovation and bring even more industry-leading products to customers worldwide. 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. Given these strategic benefits, together with the attractive value offered to shareholders, our Board unanimously supports and recommends the tender offer.”
Commitment to Business Continuity
The offeror has committed to supporting IVECO Group’s existing strategy and preserving its corporate identity, brands, culture and headquarters in Turin, Italy. The business will retain its operating and reporting structure, while existing capital expenditure commitments and employee rights and benefits will be respected.
The offeror does not envisage workforce reductions as a direct consequence of the combination and has committed to supporting employee training and career development. These non-financial commitments will remain in force for two years following the offer’s payment date, subject to the terms set out in the offer document.
Offer conditions and next steps
The offer is subject to customary conditions, including a minimum acceptance threshold of 95% of ordinary shares, automatically reducible to 80% if shareholders approve the relevant back-end resolution at the EGM.
If the offeror acquires 95% or more of the shares, it intends to initiate the applicable Dutch legal squeeze-out procedure, potentially preceded by a demerger and share sale. If its holding reaches between 80% and 95%, it intends to implement a post-offer demerger and liquidation, subject to the required shareholder approval.
All required competition clearances, foreign direct investment clearances, foreign subsidies regulation clearance and prior authorisations have been obtained. The offeror has also confirmed that financing for the full offer price has been committed.
The transaction aims to secure 100% ownership of IVECO Group and its subsequent delisting from Euronext Milan, supporting the group’s long-term development as a wholly owned subsidiary.