Tata Motors completes initial settlement of Iveco takeover

Threshold cleared

Iveco said 238,157,212 shares were tendered by the 26 October deadline, equal to 87.81% of the total instruments offered. On a basis that excludes treasury shares, Tata's stake comes to 89.42%. That clears the 80% minimum shareholders approved at an extraordinary general meeting on 16 October, down from 95%.

The tendered shares are worth about €3.43 billion at the offer price. Acceptances on the final day alone reached 97,078,765 shares. The offer reopened from 2 to 6 November at the same €14.40, with payment for shares tendered in that window scheduled for 13 November. Iveco traded at €14.37 on Lang & Schwarz on 30 October, just below the offer price.

Iveco's board backed the offer unanimously, though two directors, Suzanne Heywood and Alessandro Nasi, did not take part in the final decision. Exor, Iveco's largest shareholder, committed to tender roughly 27.06% of common shares and 43.19% of voting rights.

Price raised to €14.40

Tata Motors raised the offer to €14.40 a share from €14.10 on 9 October, an increase of €0.30, and called the revised figure its best and final offer. It cited regulatory authorisations taking longer than expected.

At €14.40, the deal is worth €3.91 billion if all 271.2 million Iveco shares are tendered, against €3.82 billion under the earlier terms, lifting the maximum payout by €81.36 million. Tata is funding the difference through an €85 million credit facility with MUFG Bank's GIFT City branch.

The price is 33.47% above Iveco's close on 17 July 2025, the last trading day before reports of a Tata bid, and 6.77% above the 29 July 2025 close. It is 26.87% above the volume-weighted average of the month before 17 July 2025. Shareholders who accepted the original offer do not need to resubmit their shares and will get the higher price.

Bridge financing of up to €3.825 billion from Morgan Stanley and MUFG Bank was in place before the increase. Goldman Sachs, advising Iveco's board, issued fairness opinions in July 2025 and September 2026, while Rothschild & Co advised the independent directors.

What Tata gets

The companies said the combined group would sell more than 590,000 vehicles a year and generate roughly €21 billion in revenue, against Iveco's roughly €10 billion on its own. They said it ranks fourth worldwide among truck makers by sales volume in the 6-tonne-and-above segment.

The group has 27 manufacturing sites, 25 research and development centres and more than 9,300 sales and service points in over 130 countries, with more than 73,000 employees. Iveco's defence business, including the IDV and ASTRA brands, was excluded from the deal and sold to Leonardo in March 2026.

N Chandrasekaran, chairman of Tata Sons and Tata Motors, has become chairman of Iveco's board. Olof Persson remains chief executive, and Tata executives Girish Wagh and P B Balaji joined as non-executive directors. Iveco said all outstanding special voting shares were repurchased, leaving none.

What happens next

Tata Motors wants 100% of Iveco and plans to delist it from Euronext Milan. At 95% or more it can pursue a Dutch-law squeeze-out. Between 80% and 95% it intends a corporate demerger and share sale followed by liquidation, subject to shareholder approval.

Shareholders have approved converting Iveco into a private limited liability company, effective at a date the offeror sets after delisting. The all-cash offer was launched in September, with an acceptance period that ran from 7 September to 26 October. The acquisition was announced in July 2025 and took 15 months to complete.