Tata Motors clears 80% threshold in Iveco takeover after shareholders cut bar from 95%

Tata Motors' subsidiary TML CV Holdings B.V. received 238,157,212 Iveco common shares by the 26 October 2026 deadline, about 87.81% of the company's common share capital. Net of treasury shares, the provisional stake is 89.42%, the company said in an exchange filing. The final results and the status of the remaining conditions were due by 29 October.

What the vote changed

Iveco shareholders approved every board resolution on the offer at an extraordinary general meeting in Amsterdam on 16 October. The decisive one was the back-end resolution, which lowered the minimum acceptance threshold to 80% of common shares from 95%.

The 95% bar is the level Dutch law sets for a statutory squeeze-out of minority shareholders. Iveco Group is incorporated in the Netherlands even though its shares trade in Milan.

Under the approved structure, if Tata holds between 80% and 95%, it can transfer Iveco's operations, assets, liabilities and legal relationships to a separate company, Iveco Sub, and then buy that company's shares. The listed Iveco Group would keep no meaningful operating business and would be wound up, with remaining holders paid the same €14.40 a share in cash. The demerger can be undertaken at the offeror's discretion once it owns at least 80% of common shares.

The meeting also approved amendments to Iveco's articles of association, termination of its loyalty voting structure after settlement, conversion into a private limited company after delisting, new board members effective at settlement, and a post-offer demerger, share sale and eventual dissolution of the listed entity.

Acceptances were far below 95%

By 12 October, holders had tendered 77,192,386 shares, equal to 28.46% of the shares subject to the bid. By 15 October the count was 77,936,042, or 28.74%, 51.26 percentage points short of the 80% floor that shareholders approved the next day.

Almost all of that support came from one holder. Exor, the Agnelli family's investment company, had committed its 27.06% of the shares, carrying 43.19% of the voting rights. Shareholders other than Exor had added only about 1.4 percentage points of acceptances.

Petrus Advisers led the opposition. The UK firm holds about 3.8% of the ordinary shares. In a 29 September statement, it said the offer undervalued Iveco and objected to holders getting nothing for the roughly 15-month gap between announcement and completion. Davidson Kempner and Syquant Capital had not tendered either as of mid-October, the same report said.

Acceptances stood at 35% as of 22 October, four days before the deadline. Tata Motors' managing director and chief executive, Girish Wagh, had said a large share of tenders usually arrives in the final 24 to 48 hours.

The price went up before the threshold came down

Tata Motors raised its offer on 9 October to €14.40 a share from €14.10, a 30 cent increase of about 2.1%. It lifted the maximum value of the transaction to €3.91 billion from €3.8 billion.

The company called €14.40 its best and final offer. It blamed the delay on preliminary regulatory approvals in some countries taking longer than expected. Wagh described the increase as a goodwill gesture.

The deal was announced on 30 July 2025 at €3.8 billion, or Rs 41,363 crore. It never covered Iveco's defence operations. That business, including the IDV and ASTRA brands, was sold to Leonardo for €1.7 billion on an enterprise-value basis, a sale completed in March 2026.

What the threshold delivered

At €14.40 a share, the tendered stock was worth about €3.43 billion. That is a narrower measure than the €3.91 billion maximum deal value. It covers only the shares handed over in the first window.

Settlement of the first acceptance period was scheduled for 30 October. Holders cannot tender Iveco's 1.8% treasury stock under Dutch rules, which exclude it from the acceptance calculation. Its inclusion lifts Tata Motors' total economic interest to 89.6%.

N Chandrasekaran, chairman of Tata Sons, was proposed as Iveco's chairperson after settlement. A joint statement said existing customer contracts, dealer and supplier relationships, warranties and captive financing continue unchanged.

The combined group would report revenue of about €21 billion and annual sales of around 590,000 vehicles, according to the joint statement. It would rank fourth worldwide among truck makers in the segment above 6 tonnes, with 27 manufacturing plants and 25 research and development centres.

What happens next

The offer is scheduled to reopen for five trading days from 2 to 6 November at the same €14.40. Payment for shares tendered in that window is due on 13 November.

Tata Motors intends to delist Iveco from Euronext Milan. It expects delisting within one to two months of crossing the threshold.

The mechanics depend on where the stake lands. Above 90% but below 95%, subject to the applicable calculation rules, Tata Motors intends a voluntary procedure to acquire the remaining shares without restoring sufficient free float for regular trading. At 95% it would start a compulsory acquisition under Dutch law. Tata Motors still has to sort financing. It expects to refinance a €3.875 billion bridge facility over 12 to 18 months. That includes an equity raise of about €1 billion.