Tata Motors Launches €3.82 Billion Cash Tender Offer to Acquire Iveco Group

Key Highlights

• Tata Motors launches a €3.82 billion cash offer for Iveco Group.

• Shareholders are offered €14.10 per common share.

• Exor commits its 27.06% shareholding to the deal.

• Combined business could sell over 590,000 vehicles annually.

• Tata Motors aims for 100% ownership and delisting from Euronext Milan.

Tata Motors Limited has officially commenced a recommended, all-cash voluntary tender offer to acquire 100% ownership of Iveco Group N.V. The transaction values the Italian-Dutch commercial vehicle manufacturer at approximately €3.82 billion.

The acquisition offer is being made through Tata Motors subsidiary, TML CV Holdings B.V., marking a major step towards bringing together two global commercial vehicle businesses with complementary operations.

Tata Motors Offers €14.10 Per Iveco Share

Under the proposed deal, Tata Motors is offering Iveco Group shareholders €14.10 in cash for each common share, cum dividend.

The acceptance period for shareholders will run from September 7 to October 26, 2026. Meanwhile, Iveco Group shareholders will vote on resolutions related to the transaction at an Extraordinary General Meeting scheduled for October 16, 2026.

Iveco Board Unanimously Supports the Deal

Iveco Group's Board of Directors has unanimously supported the Tata Motors acquisition offer and recommended that shareholders:

• Tender their shares in the offer.

• Vote in favour of the proposed resolutions.

However, board members Suzanne Heywood and Alessandro Nasi did not participate in the final decision-making process related to the transaction.

Exor Commits Its Stake to Tata Motors Offer

Exor N.V., Iveco Group's largest shareholder, has irrevocably committed to tender its shares in support of the acquisition.

Exor currently holds approximately:

• 27.06% of Iveco Group's common shares

• 43.19% of the company's voting rights

This commitment provides significant support for Tata Motors plan to acquire Iveco Group completely.

Combined Business Could Sell Over 590,000 Vehicles

According to the companies, the transaction would bring together two businesses with complementary product portfolios and limited geographic and industrial overlap.

Together, Tata Motors commercial vehicle operations and Iveco Group could:

• Sell more than 590,000 vehicles annually

• Generate approximately €21 billion in annual revenue

• Strengthen operations across Europe, India, South America and other global markets

Tata Motors Managing Director and CEO Girish Wagh described the transaction as an important milestone in bringing together two complementary organisations. He said the combination could strengthen the global competitiveness of the combined business.

Iveco Group CEO Olof Persson said the board's unanimous support reflects the expected benefits of greater scale, innovation and long-term growth opportunities for employees, suppliers and business partners.

€3.825 Billion Financing Secured

Tata Motors has secured committed bridge financing of up to €3.825 billion from Morgan Stanley and MUFG Bank to finance the acquisition.

Goldman Sachs, which acted as financial adviser to Iveco Group's Board, issued fairness opinions in July 2025 and September 2026, concluding that the offer price was fair to Iveco shareholders.

Iveco Group's independent board members also received a separate fairness opinion from Rothschild & Co.

Tata Motors Targets Full Ownership and Delisting

The companies stated that all required antitrust, foreign direct investment and other regulatory approvals have already been obtained.

However, the completion of the offer depends on Tata Motors receiving sufficient shareholder acceptance.

The minimum acceptance requirement is:

• 95% of Iveco Group's common shares, or

• 80% of common shares if shareholders approve a related back-end resolution during the Extraordinary General Meeting.

Tata Motors plans to acquire 100% of Iveco Group and delist the company from Euronext Milan.

If Tata Motors acquires at least 95% of Iveco shares, it plans to use a squeeze-out procedure under Dutch law to obtain the remaining shares.

If Tata Motors secures between 80% and 95% ownership, it intends to pursue an alternative structure involving a corporate demerger, share sale and subsequent liquidation to achieve complete ownership, subject to shareholder approval.

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CMV360 Says

Tata Motors €3.82 billion tender offer for Iveco Group represents a major move in the global commercial vehicle industry. With unanimous board support, Exor's committed stake and financing already secured, the transaction has gained significant momentum. If completed, the deal could create a stronger global commercial vehicle business with annual sales exceeding 590,000 units, broader international reach, greater scale and stronger long-term growth opportunities.