Tata Motors’ Iveco takeover bid becomes unconditional after 87.81% acceptance

Tata Motors’ takeover offer for Iveco Group has become unconditional, with final acceptances representing 87.81% of ordinary share capital as of October 26th.

According to the final results announced by TML CV Holdings B.V., Tata Motors’ acquisition vehicle, shareholders tendered 238,157,212 ordinary shares, for a total consideration of approximately €3.43 billion. All conditions of the offer have been satisfied.

Upon settlement, scheduled for 30 October 2026, the offeror will hold 89.42% of Iveco’s ordinary share capital excluding treasury shares. The difference between the two percentages reflects the calculation bases.

Tata Motors and Iveco Group announced their €3.8 billion agreement on 30 July 2025, following advanced negotiations reported by Bloomberg. The transaction excludes Iveco’s Defence business and encompasses commercial vehicle activities including truck manufacturer Iveco as well as bus producer Iveco Bus and Heuliez and powertrain provider FPT Industrial. At the announcement, the companies put their combined annual revenues at approximately €22 billion, with vehicle sales exceeding 540,000 units.

Iveco’s 2025 results showed bus deliveries increasing by 4% in Europe and 2% in South America. In India, electric bus registrations reached 2,944 units in the first half of 2026, up 40% year on year, according to Vahan Dashboard figures. Tata Motors accounted for 71 registrations and a 2.4% share. Separately, in June 2026, the manufacturer announced approximately 500 electric bus orders within an intake exceeding 3,400 electric commercial vehicles. Tata also reported more than 3,800 of its electric buses in service across Indian cities, with over 550 million kilometres accumulated.

Tata Motors’ Iveco takeover clears acceptance conditions

The final results confirm the acceptance figures previously reported by Reuters on 26 October, when the outcome was still provisional.

Iveco shareholders approved the resolutions enabling the minimum acceptance threshold to fall from 95% to 80% at an extraordinary meeting on 16 October. They also approved the corporate restructuring measures envisaged after the offer, including arrangements aimed at delisting the company from the Milan Stock Exchange.

The tender offer opened on 7 September 2026. Its price was increased on 9 October, from €14.10 to €14.40 per ordinary share.

Reuters reported that Tata Motors agreed in 2025 to acquire Iveco’s commercial vehicle business in a transaction valued at approximately €3.8 billion, excluding the Defence business. This transaction value is distinct from the €3.43 billion payable for shares tendered during the initial acceptance period.

Iveco offer reopens from 2 to 6 November

Payment for shares tendered during the initial acceptance period, together with their transfer to the offeror, is scheduled for 30 October.

The offer will reopen from 2 to 6 November 2026, allowing remaining shareholders to tender at the same €14.40 price. Payment for shares tendered during this additional period is scheduled for 13 November.

Tata Motors intends to acquire Iveco’s entire share capital and pursue its delisting. If its holding exceeds 90% but remains below 95%, subject to the applicable calculation rules, it intends to initiate a voluntary procedure to acquire the remaining shares without restoring sufficient free float for regular trading.

At 95%, the offeror intends to initiate a compulsory acquisition procedure under Dutch law. Alternatively, it plans to pursue delisting through the post-offer demerger and liquidation process already approved by shareholders. These remaining corporate procedures and the delisting have yet to be completed.

An analysis by India Market Lens focuses on refinancing, cash generation and integration following the acceptance threshold being met. The publication reports that Tata Motors arranged a bridge facility of up to €3.825 billion with Morgan Stanley and MUFG, identifying its replacement with longer-term funding as a key issue to watch.

India Market Lens also cites Iveco’s negative industrial free cash flow of €726 million in the first half of 2026. In the publication’s assessment, the terms of refinancing and the acquired business’s cash generation will be central to the transaction’s financial outcome.

In brief

• Is the takeover offer unconditional? Yes. TML CV Holdings announced that all offer conditions have been satisfied.
• How many shares were tendered? 238,157,212 ordinary shares, representing 87.81% of ordinary share capital and approximately €3.43 billion.
• When will the offer reopen? From 2 to 6 November 2026, at €14.40 per share, with payment scheduled for 13 November.
• Has Iveco been delisted? No. Delisting remains planned, with further corporate procedures still to be completed.