Tata Motors’ €14.40-a-share offer for Iveco Group enters its final days with about 35% of shares tendered by Oct. 22, against the revised 80% acceptance threshold. The offer period is scheduled to end Monday, Oct. 26.
Iveco shareholders approved all board-proposed resolutions at an extraordinary meeting on Oct. 16, including the change that lowered the threshold from 95% to 80%.
TML CV Holdings B.V., the offeror, raised its bid from €14.10 to €14.40 per share on Oct. 9, citing delays in obtaining prior authorizations in some jurisdictions. It said the revised price was final and would not be increased again. The offer covers 271,215,400 common shares; accepting all of them would require a maximum payment of €3,905,501,760.
The price has drawn criticism from a group of investors collectively known as Petrus: Petrus Legal Strategies (Jersey) Limited, Petrus Advisers Limited and funds advised by Petrus Advisers Limited. The group said in a Sept. 29 statement that it held about 3.8% of Iveco’s common shares and argued that the original €14.10 proposal undervalued the company and did not adequately reflect expected deal gains or the time investors would wait for closing. That statement predates the price increase. Moneycontrol reported on Oct. 23 that Petrus was urging shareholders not to tender at the current valuation.
Tata Motors and Iveco have presented the combination as a fit between their product portfolios and capabilities, while saying their industrial and geographic footprints have substantially no overlap. Their announcement projected annual sales of more than about 590,000 vehicles. Exor N.V., Iveco’s largest shareholder, has irrevocably committed to tender shares representing about 27.06% of Iveco’s common shares and 43.19% of its voting rights.
Tata Motors Managing Director and CEO Girish Wagh said tender activity often gathers pace in an offer’s final day or two. Settlement is expected Oct. 30, subject to the offer conditions being met.
